TCR_Public/020822.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, August 22, 2002, Vol. 6, No. 166     

                          Headlines

A NOVO BROADBAND: May Violate Covenants Under Credit Facility
ADB SYSTEMS: Fails to Meet Nasdaq Continue Listing Requirements
ANC RENTAL: Will Delay Filing Form 10-Q for Period Ended June 30
ACTION AUTO: Liquidation Trustee Will Make Interim Distribution
AMES DEPT: Asks Court to Approve AFCO Insurance Financing Deal

AMES: S&P Says Closings Have No Immediate Impact on CMBS Ratings
BACKWEB TECHNOLOGIES: Fails to Maintain Nasdaq Listing Standards
BORDEN CHEMICALS: Court Okays Sale of Geismar Facility for $9MM
BROADBAND WIRELESS: Will Delay Filing Form 10-Q with SEC
BUDGET GROUP: Intends to Settle Prepetition Franchisee Claims

BURKE INDUSTRIES: Committee Follows Michael Sage to Stroock
CARECENTRIC INC: Nasdaq Knocks Off Shares Effective Today
CONDOR TECHNOLOGY: Wachovia Corp. Discloses 44.06% Equity Stake
CONSECO INC: Noteholders Form Ad-Hoc Committee & Retain Advisors
CONTINENTAL AIRLINES: Initiates Steps to Cut Costs & Up Revenue

CONTOUR ENERGY: Creditors' Meeting to Convene on August 26, 2002
CORRPRO: Brings-In Carl Marks as Chief Restructuring Officer
CYTRX CORP: Has Until Feb. 10, 2003 to Meet Nasdaq Requirements
DELTA MILLS: Posts Improved EBITDA for Fiscal Fourth Quarter
DIVERSIFIED CORPORATE: Reports $500,000 Second Quarter Net Loss

DOBSON COMMS: Requests Review of Nasdaq Delisting Determination
DOE RUN RESOURCES: Further Extends Exchange Offer Until Friday
EINSTEIN/NOAH: Court Okays Litigation Settlement re Distribution
ELAN CORP: Violates Nasdaq Continued Listing Requirements
ENTRADA NETWORKS: Appeals Nasdaq's Delisting Decision

EXIDE TECH: Wants to Keep Plan Filing Exclusivity Until Dec. 11
FARRELLGAS PARTNERS: Fitch Rates $160MM Senior Sec. Notes at BB+
FRONTIER OIL: Fitch Affirms Senior Unsecured Debt Rating at B+
GLOBAL CROSSING: Wants to Pay Former Employees' $2.6MM Claims
GUILFORD MILLS: Gets Nod to Hire Weil Gotshal as Special Counsel

HEALTH RISK: Court Okays Luminescent as Forensic Consultants
HYDROGIENE: Shareholders Vote to Install New Board of Directors
IMPAC SECURED: Fitch Junks Class B-2 Certificates Rating
IMPSAT FIBER: Seeks Approval to Bring-In Deloitte & Touche
IMSI: Grant Thornton Rethinks Adverse 'Going Concern' Opinion

INTEGRATED HEALTH: Stephen Linehan Resigns from Rotech
INTRUSION INC: Falls Below Nasdaq Continued Listing Standards
KAISER ALUMINUM: Court Okays Small Claims Settlement Procedures
MANDALAY PICTURES: Ernst & Young Airs Going Concern Doubts
MARTIN INDUSTRIES: Pursuing Strategic Fund-Raising Alternatives

METALS USA: Court OKs Uniform Customer Setoff Protocol
METROCALL: Del. Court Sets Confirmation Hearing for September 12
NII HOLDINGS: Committee Turns to Crossroads for Financial Advice
NTL INC: Committee Gets Nod to Bring-In Cadwalader as Attorneys
NATIONAL STEEL: Seeks Okay to Assume Insurance Deal with ACE-INA

NATIONSRENT: Asks Court to Approve D. Clark Ogle's Employment
NEOFORMA INC: Fails to Comply with Nasdaq Listing Guidelines
NSTORE TECH: Has Until June 30, 2003 to Meet AMEX Requirements
ONTRO INC: Initiates Measures to Allay Nasdaq Listing Concerns
OVERHILL CORP: Working Capital Deficiency Tops $24MM at June 30

OWENS CORNING: New York Packaging Moves for Summary Judgment
PACIFIC GAS: CPUC Says Plan Violates Section 1129(a) Provisions
PHOENIX GROUP: Files for Chapter 11 Reorganization in Delaware
PHOENIX GROUP: Case Summary & 20 Largest Unsecured Creditors
PHOTOCHANNEL: Engages TELUS for Technical and Business Advice

PILGRIM AMERICA: S&P Downgrades Class A and B Notes' Ratings
POLAROID: Enron Wants Prompt Payment of Administrative Claims
QUADRAMED CORP: Will Appeal Nasdaq Delisting Determination
QSERVE COMMS: Committee Gets a Chapter 11 Trustee Appointed
QWEST COMMS: Selling QwestDex to Carlyle-Led Entity for $7 Bill.

REFAC: Enters Into Merger Transaction with Palisade Subsidiary
SLI INC: Continues to Explore Alternatives to Restructure Debt
SOUTH STREET: S&P Places Several Class Ratings on Watch Negative
SPEEDCOM WIRELESS: Nasdaq Delists Shares Effective Today
TENFOLD CORP: Fails to Meet Nasdaq Continued Listing Standards

US AIRWAYS: Seeks Approval to Continue Fuel Supply Arrangements
VENUS EXPLORATION: Fails to Make Timely Form 10-Q Filing
WHEELING-PITTSBURGH: AlixPartners Wants to Continue Alix's Work
WILLIAMS COMMS: Signs-Up Hennigan Bennett as Special Counsel
WORLDCOM INC: EDS Corp. Seeks Stay Relief to Resolve Dispute

* DebtTraders' Real-Time Bond Pricing

                          *********

A NOVO BROADBAND: May Violate Covenants Under Credit Facility
-------------------------------------------------------------
A Novo Broadband, Inc., (OTCBB:ANVB) announced results for its
third fiscal quarter ended June 30, 2002.

Sales for the third quarter of fiscal 2002 increased 62% to $4.9
million, as compared to $3.0 million for the third quarter of
fiscal 2001. Repair revenue increased to $4.5 million for the
third quarter of fiscal 2002, as compared to $305,000 for the
third quarter of fiscal 2001.

With an increased effort to provide logistics services to
customers, revenue from this source increased to $348,000 for
the period ended June 30, 2002, as compared to $185,000 in the
corresponding quarter of fiscal 2001.

Bill Kelly, President and Chief Executive Officer of A Novo
Broadband, noted that the Company's business plan is now sharply
focused on increasing repair and logistics revenues. He expects
these will continue to be generated by the Company's
relationships with manufacturers of equipment for the broadband
market and the system operators that use them. He added that the
Company will continue to target service and repair opportunities
for digital set top boxes for the cable industry, cable modems,
and digital subscriber line modems. The acquisition in August
2001 of the assets constituting the repair business of Broadband
Services, which provided in-warranty repair authorization for
Motorola products, is the primary cause of the increase in our
repair revenues during this year. The Company's exposure to
manufacturers and system operators as a result of the repair
services that the Company provides them, positions the Company
to provide logistics and warehousing services as well. The
equipment storage and distribution functions are typically based
on short-term arrangements and enable the Company to make
productive use of our substantial vertical storage capacities.

Kelly added that the Company's performance is still somewhat
constrained by a shortage of working capital but that a
combination of increases in production, the introduction of a
number of cost-cutting measures, the receipt of advances
totaling $3.5 million from A Novo SA, the Company's French
parent during the first and second quarter, and an expanded bank
credit facility was expected to relieve much of the pressure on
the Company's cash flow. He also said, "As a result of the
measures taken to improve cash flow and liquidity during the
first nine months of the current fiscal year and the subsequent
suspension of our Ohio and California operations, together with
anticipated increases in net revenues from our core repair
service functions and the anticipated availability of funds
under our bank credit facility, we will have sufficient
liquidity to meet our working capital and capital expenditure
needs for the foreseeable future. Our cash resources are
limited, however, and a failure to maintain sufficient levels of
eligible receivables under our bank credit facility could lead
to a default under that facility. Any such default could have a
severe adverse impact on our business and might require us to
cease operations."

In February 2002, the Company curtailed its operations in Canada
and sought a sale of the related assets, which was completed on
May 8, 2002. As a result of the sale, the Company recognized a
loss of $2.6 million, including the write-down of approximately
$2.5 million of goodwill stemming from our acquisition of the
facility in September 2000.

For the third quarter of fiscal 2002, the Canadian facility
contributed an estimated operating loss of $289,000 to the
overall loss from operations of $491,000. On July 30, 2002, in
order to further reduce operating expenses, the Company
suspended operations at their Ohio and California facilities and
reduced their employee head count.

A Novo Broadband, Inc., is one of a group of companies
controlled by Paris-based A Novo SA. Members of the group
distribute and service cable and other electronic and
telecommunications equipment on an industrial scale in Europe
and North and South America. The Company has its corporate
office in New Castle, Delaware and service centers located in
California, Ohio, Florida and Delaware.

At June 30, 2002, the Company's total current liabilities exceed
its total current assets by about $1.3 million.


ADB SYSTEMS: Fails to Meet Nasdaq Continue Listing Requirements
---------------------------------------------------------------
ADB Systems International Inc. (NASDAQ: ADBI, TSE: ADY), a
global provider of asset lifecycle management solutions, has
received a Nasdaq Staff Determination indicating that the
Company fails to comply with the minimum bid price per share
requirement for continued listing and that as a result, its
common stock will be delisted from the Nasdaq SmallCap Market
effective with the open of trading on August 22, 2002.

With the consent of its Board of Directors, ADB has concluded
that it will not appeal the Determination.

Nasdaq has informed the Company that its common stock will be
immediately eligible for trading on the over-the-counter
electronic bulletin board, where it is expected to trade under
the symbol "ADBI." ADB's listing on the Toronto Stock Exchange,
where it trades under the symbol "ADY," is unaffected by the
Nasdaq Determination.

ADB Systems International delivers asset lifecycle management
solutions that help companies source, manage and sell assets for
maximum value. ADB works with a growing number of customers and
partners in a variety of sectors including oil and gas,
government, chemicals, manufacturing and financial services.
Current customers and partners include BP, GE Capital,
Halliburton Energy Resources, HFK, permanent TSB, ShopNBC,
Skerman Group, and Vesta Insurance.

ADB has offices in Toronto (Canada), Stavanger (Norway), Tampa
(U.S.), Dublin (Ireland), and London (U.K.). The company's
shares trade on both the Nasdaq Stock Market (NASDAQ: ADBI), and
the Toronto Stock Exchange (TSX: ADY).


ANC RENTAL: Will Delay Filing Form 10-Q for Period Ended June 30
----------------------------------------------------------------
On November 13, 2001, ANC Rental Corporation, and certain of its
U.S. subsidiaries, including Alamo Rent-A-Car, LLC, National Car
Rental Systems, Inc. and Spirit Rent-A-Car, Inc., d/b/a Alamo
Local, filed voluntary petitions for relief under Chapter 11 of
Title 11 of the United States Code in the United States
Bankruptcy Court for the District of Delaware (Case No. 01 -
11200). The Debtors continue to manage their properties and
operate their businesses as "debtors-in-possession" under the
jurisdiction of the Bankruptcy Court and in accordance with the
provisions of the Bankruptcy Code.

Since the Petition Date, the Company's remaining accounting and
financial staff, who are critical to the preparation of the Form
10-Q financial information for filing with the SEC, have been
primarily engaged in dealing with bankruptcy related matters
and, together with the Company's advisors, formulating a
substantially modified business strategy to promptly formulate
and consummate a reorganization plan. The development and
implementation of the Company's Chapter 11 reorganization
include not only the onerous administration of the Chapter 11
cases, but also, among other burdens, preparing detailed
financial budgets and projections, formulating and preparing
disclosure materials required by the Bankruptcy Court, analyzing
accounts payable and receivable, assembling data for the
valuation and schedule of the Company's assets and liabilities
and statement of financial affairs to be filed with the
Bankruptcy Court, seeking financing, and preparing the monthly
operating reports for the Bankruptcy Court and United States
Trustee. In light of the significant resources and time
dedicated by the Company's accounting and financial staff to
such Chapter 11 filing, the Company has been unable to complete
its quarterly report on Form 10-Q for the period ending June 30,
2002.

The Company states that it has not received the relief it
requested from the Securities and Exchange Commission concerning
its periodic reports. Accordingly, the Company says, it is in
good faith proceeding diligently to complete its Form 10-Q for
the period ending June 30, 2002. The Company expects to file the
Form 10-Q as soon as practicable. However, the Company cannot
presently predict when its accounting and financial staff will
complete the quarterly report and the quarterly financial
statements to be included in the quarterly report and, thus, the
Company cannot estimate when the Form 10-Q will be filed with
the Securities and Exchange Commission.

The Company's quarterly report on Form 10-Q for the period
ending June 30, 2002 has not been finalized. However, in light
of the events of September 11, 2001, the Company's filing for
relief under Chapter 11 and other factors, the Company expects
that its results of operations for the quarter ended June 30,
2002 will show a decline from the results of operations for the
equivalent quarter in the prior fiscal year.


ACTION AUTO: Liquidation Trustee Will Make Interim Distribution
---------------------------------------------------------------
                  Notice Of Interim Distribution
                      Action Auto Rental, Inc.
                   Action Auto Liquidation Trust
                          Case 93-10409

On June 21, 2002 the U.S. Government Bankruptcy Court for the
Northern District of Ohio entered an Order authorizing the
Liquidation Trustee to make an Interim Distribution to the
creditors of Action Auto Rental, Inc., d/b/a Action Auto Rental,
Reserve Rent-a-Car and Spectrum Car Rental Network. Those
claimants who had received and timely returned a Confirmation of
Information Form have had their Interim Distribution Payment
mailed to them.

Those claimants who have either (i) not responded to the CIF
mailing that the Trust previously made or (ii) who have just
received, or are in the process of receiving, a CIF from the
Trust should note that CIF's must be returned to the Trust, to
the address indicated on the form, by August 30, 2002.

Please also note that, pursuant to the Debtor's Second Amended
Liquidating Plan of Reorganization, approved by the Court, an
Order confirming the Plan entered June 28, 1994, and to the
Order:

IN THE EVENT THE U.S. POSTAL SERVICE IS UNABLE TO DELIVER MAIL
TO THE HOLDER OR ANY CLAIM AGAINST ACTION AUTO RENTAL INC.,
(WHETHER DUE TO LACK OF CURRENT MAILING INFORMATION OR
OTHERWISE), THE PLAN REQUIRES THAT SUCH CLAIM SHALL BE DEEMED
REDUCED TO ZERO IN AMOUNT AND THE HOLDER THEREOF SHALL HAVE NO
FURTHER CLAIM AGAINST THE TRUST OR ANY TRUST PROPERTY.

Claimants who have previously filed a claim against the estate
of Action Auto, but who have not informed the Trust does not
have an address to which mail can be delivered, or from which
mail can be forwarded, then your claim will be handled as
outlined above. Address updates shall be sent to: Mr. Mark D.
Kozel, Claims Consultant, Action Auto Liquidation Trust, P.O.
94664, Cleveland, Ohio 44101-4664

This notice is only for claimants holding allowed Class 2
general unsecured, non-priority claims in the above referenced
case.       


AMES DEPT: Asks Court to Approve AFCO Insurance Financing Deal
--------------------------------------------------------------
In the ordinary course of business, Ames Department Stores,
Inc., and debtor-affiliates maintain various Insurance Policies,
which provide the necessary insurance coverage essential to
protect and preserve the Debtors' property, assets and business.  
The insurance is also required pursuant to:

A. the U.S. Trustee's "Operating Guidelines and Financial
   Reporting Requirements Required in All Cases under Chapter
   11, and cases with operating business under Chapters 7 & 13
   of the Bankruptcy Code" dated January 15, 1992; and

B. the Debtors' postpetition secured credit facilities provided
   under credit agreements with GE Capital, a syndicate of other
   DIP Lenders and Kimco Funding, LLC.

The total premium under the Policies is $2,704,434, which is
due, in full, to the various insurance companies that issued the
Policies by August 1, 2002.

By this motion, the Debtors seek the Court's authority to enter
into the Finance Agreement with AFCO Premium Credit, LLC, which
will be subsequently assigned to AFCO Credit Corporation,
wherein the Debtors will finance payment of the Premium.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, in New York,
relates that, under the Finance Agreement, the Debtors will make
a $946,552 down payment and finance the remaining $1,757,882 of
the Premium, which will be paid in eight monthly installments of
$223,044.  The first Installment was due on August 1, 2002.  The
annual interest rate charged by AFCO is 4%.  The total interest
to be paid by the Debtors to AFCO during the seven-month
financing period will be $26,473.

According to Mr. Oswald, the Finance Agreement authorizes AFCO
to cancel the Policies upon default after giving any required
statutory notice.  AFCO is also authorized to obtain a return of
the gross Unearned Premiums, which may become payable under the
Policies for whatever reasons.  The Unearned Premiums represent
funds that are advanced by AFCO, on behalf of the Debtors and
which have not been applied by the insurers toward the purchase
price of insurance.  The funds would have been otherwise be
remitted back to the Debtors in the event the Policies were
cancelled.

Prior to canceling the Policies, AFCO is also required to give
10 days' prior notice, by facsimile, of any proposed
cancellation of the Policies to:

  * the Debtors;
  * counsel for the Committee;
  * counsel for GE Capital; and
  * counsel for Kimco Funding.

However, AFCO's requirement to provide the 10 days' notice will
not affect the rights of the DIP Lenders and Kimco to receive 30
days' notice from the Insurance Companies prior to any
cancellation of the Policies.

As security for the Debtors' payment of the total amount due and
owing under the Finance Agreement, the Debtors will grant AFCO a
first-priority lien and security interest in the Unearned
Premiums.  According to Mr. Oswald, the DIP Lenders and Kimco,
which have valid and perfected first priority liens on all of
the Debtors' assets, have raised no objection to the granting of
the proposed lien to AFCO solely against the Unearned Premiums.  
The secured premium financing is beneficial to the Debtors'
estate because it preserves the Debtors' cash flow and enables
the Debtors to dedicate a greater portion of their resources to
other needs.

Additionally, Mr. Oswald claims that the Debtors were unable to
obtain unsecured postpetition insurance premium financing
pursuant to Section 364(a) or 364(b) of the Bankruptcy Code.
They were able to negotiate a postpetition insurance premium
financing only by providing the premium financer with a lien on
the unearned premiums.  Nevertheless, this type of premium
financing is a common and ordinary course business practice for
these and scores of other debtors, who typically pay their
premiums in installments. (AMES Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

Ames Department Stores' 10% bonds due 2006 (AMES06USR1),
DebtTraders says, are trading at 1 cent-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AMES06USR1
for real-time bond pricing.


AMES: S&P Says Closings Have No Immediate Impact on CMBS Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services said that the closure of 327
Ames Department stores has no immediate impact on the ratings
currently assigned to 27 CMBS transactions that include loans
secured by Ames Department stores.

The 27 rated conduit transactions have 38 loans secured by Ames
stores. CMBS conduit transactions benefit from a diverse mix of
retail tenants, and the Ames concentration in the identified
transactions represents only a small portion of the total
collateral. In these transactions, Ames gross leasable area is
less than 1% of the total pool, and on average is approximately
.33%.

Standard & Poor's will continue to monitor the liquidation of
the Ames stores and the potential impact on any of its rated
transactions. The liquidation is expected during the next 10
weeks.

Ames, which filed for bankruptcy protection on August 20, 2001,
does not currently have a Standard & Poor's company credit
rating.

     CMBS TRANSACTIONS AFFECTED BY AMES STORE CLOSINGS
   
                                                 Ames
Deal           Ames Exp.    Lwst Rated  # of Lns  as %  Credit
Name           as % of Pool Certin Deal w/Ames  of GLA Support
----           ------------ ----------- -------------- -------
ASC 1997-D4    0.23%        B-             2     31%   1.50%
BSMS 1999-C1   0.81%        BB+            1     37%   5.53%
CDC 2002-FX1   0.47%        B-             1     22%   0.00%
CCMSC 1997-1   0.69%        B              3     57%   3.14%
CCMSC 1998-1   0.47%        BBB-           1     47%   10.00%
CMFUN 1999-1   0.23%        B-             1     23%   1.88%
CS FB 1997-C1  0.10%        B              1     54%   3.25%
CS FB 1997-C2  0.16%        AAA            1     81%   33.82%
CS FB 1998-C1  0.23%        B-             2     42%   3.00%
FUNB 2000-C2   0.32%        B-             1     30%   2.22%
FUNB 2001-C2   0.32%        B-             1     34%   2.19%
FULB 1997-C1   0.24%        B-             1     47%   2.42%
FULB 1997-C2   0.50%        CCC-           4     44%   0.77%
FULB 1998-C2   0.15%        BB+            2     52%   9.11%
GMAC 2000-C2   0.41%        B              1     42%   2.16%
GSM 1998-C1    0.19%        BB+            2     78%   8.02%
GSM 1999-C1    0.20%        B-             1     56%   3.06%
JPM 1996-C2    0.88%        B+             1     100%  13.85%
JPM 1997-C5    0.15%        CCC+           1     68%   2.32%
LBCMT 1998-C4  0.16%        BB+            2     62%   7.32%
LB-UBS 2001-C7 0.23%        CCC            1     44%   0.00%
MSC 1998-CF1   0.16%        D              1     100%  4.86%
MSC 1999-CAM1  0.30%        B+             2     86%   3.05%
MCF 1996-MC1   0.20%        B-             1     55%   3.81%
MCF 1998-MC3   0.19%        BB+            1     60%   9.71%
PNC 2000-C2    0.45%        B-             1     37%   2.04%
SBMSVII-2001C1 0.53%        B-             1     42%   2.02%


BACKWEB TECHNOLOGIES: Fails to Maintain Nasdaq Listing Standards
----------------------------------------------------------------
BackWeb Technologies (Nasdaq: BWEB), the leading provider of
ProactivePortal(TM) technologies for the enterprise, announced
that on August 13, 2002, it received a Nasdaq Staff
Determination stating that the company has not met the minimum
bid price requirement of $1.00 per share as required in
Marketplace Rule 4450(e)(2) for continued listing on The Nasdaq
National Market.  As a result, BackWeb's ordinary shares are
subject to delisting from The Nasdaq National Market.

BackWeb will appeal the Staff's Determination by requesting a
hearing before a Nasdaq Listing Qualifications Panel.  The
delisting proceedings will be stayed and the company's ordinary
shares will continue to be listed and traded on The Nasdaq
National Market pending resolution of the appeal.  There is no
assurance that the panel will grant BackWeb's request for
continued listing on The Nasdaq National Market.  Should the
appeal not be accepted, BackWeb will apply to list its ordinary
shares on The Nasdaq SmallCap Market. There can be no assurance
that BackWeb's application to transfer its shares to the Nasdaq
SmallCap Market, if made, will be accepted.

This release is being issued pursuant to Nasdaq Marketplace Rule
4815 (b), which requires BackWeb to make a public announcement
through the news media of the letter no later than seven days
from its receipt.

BackWeb Technologies provides ProactivePortal technologies that
enable organizations to maximize their portal content investment
by prioritizing, delivering and ensuring the receipt of critical
information to their extended enterprise of customers,
suppliers, partners and employees. BackWeb customers such as
Cisco, Hewlett-Packard, Ericsson and IBM have deployed BackWeb
content delivery technology to manage critical content
communications with customers, partners and associates. BackWeb
has several strategic alliances with consulting and technology
firms including IBM, Pricewaterhouse Coopers and SAP among
others. BackWeb Technologies is headquartered in San Jose,
California, and Ramat-Gan, Israel. For more information, visit
our Web site at http://www.backweb.comor call 800-863-0100.


BORDEN CHEMICALS: Court Okays Sale of Geismar Facility for $9MM
---------------------------------------------------------------
Borden Chemicals and Plastics Operating Limited Partnership
announced that the United States Bankruptcy Court for the
District of Delaware has approved the sale of BCP's Geismar,
La., polyvinyl chloride facility to Geismar Vinyls Corporation,
an affiliate of The Westlake Group, for $5 million cash plus a
promissory note for up to $4 million depending on the earnings
performance of the assets.

Under the sale agreement, Geismar Vinyls will acquire BCP's 575-
million lb./year Geismar PVC resins plant, 650-million lb./year
ethylene-based vinyl chloride monomer (VCM/E) feedstock plant,
and certain related assets. BCP halted PVC production at Geismar
in April. The closing date for the sale is dependent on the
finalization of a number of related agreements, including
environmental agreements between the parties and the
Environmental Protection Agency.

The Westlake Group, headquartered in Houston, Texas, is a
privately held supplier of vinyls, olefins, plastics and
fabricated products to the international marketplace.

BCP also announced that the court has approved the sale to
Georgia Gulf Corporation of certain contracts between BCP and
Shell Chemical Company and its affiliates related to Shell's
supply of ethylene to BCP's Geismar facility. Under the terms of
the approved sale agreement, Georgia Gulf will pay BCP $3.2
million in cash for the ethylene contracts and an additional
$10.4 million to Shell for certain pre-petition and post-
petition cures related to the contracts.

"We are very happy with the court approval of the sale agreement
for the Geismar plant and with the auction results for the
ethylene contracts," said Mark J. Schneider, BCPM president and
chief executive officer. "With these actions, we are nearing the
end of the complex process of realizing value for our assets.
Despite a difficult market and economic environment, we have
achieved a favorable resolution."

BCP said that the court also had approved the extension of its
post-petition credit arrangement with BCPM through September 30
in the amount of $8.0 million. The court had previously approved
an interim extension of $4.5 million of that facility through
August 19.

BCP and its subsidiary, BCP Finance Corporation, filed voluntary
petitions for protection under Chapter 11 of the U.S. Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware on April 3, 2001. Borden Chemicals and Plastics Limited
Partnership, the limited partner of BCP, was not included in the
Chapter 11 filings.

Borden Chemical & Plastics' 9.50% bonds due 2005 (BCPU05USR1),
DebtTraders says, are trading at half a penny to the dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BCPU05USR1
for real-time bond pricing.


BROADBAND WIRELESS: Will Delay Filing Form 10-Q with SEC
--------------------------------------------------------
Broadband Wireless International Corporation will delay the
filing of its financial information for the period ending June
30, 2002, with the SEC because organizational changes in the
Company's key personnel have taken place. For this reason, as
the information relates to certain aspects of the finances of
the Company, it will not be completed in sufficient time to file
timely.

Broadband Wireless International Corporation (OTC Bulletin
Board: BBANE) has received an Order Confirming the Plan of the
Chapter 11 Reorganization from the Federal Bankruptcy Court in
Oklahoma City.  Judge Richard L. Bohanan signed the order
prepared by Kline, Kline, Elliott, Castleberry & Bryant, P.C.,
following the July 30, 2002 scheduled hearing.


BUDGET GROUP: Intends to Settle Prepetition Franchisee Claims
-------------------------------------------------------------
Of the 3,200 Budget Group Inc., worldwide car and truck
locations, 75% are owned and operated by non-debtor franchisees
and licensees.  The Debtors' relationships with their
franchisees are governed by franchise and license agreements.  
In general, the agreements grant the Franchisees the exclusive
right to operate a Budget Rent a Car and Budget Rent a Truck
business.  This includes the right to market and use the Budget
brand, in a particular geographic area for a period of time.  
The Franchisees purchase their own fleet, which may consist of
both cars and trucks, and typically pay a royalty fee for the
right to market them under the Budget name.  The standard
royalty fee payable under agreements in the United States is
7.5% of gross rental revenues, although some of the franchisees
have agreements with different royalty fee structures.

Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware relates that the franchisees are
also able to rent corporate-owned cars and trucks that flow into
their territory.  When a franchisee rents out a corporate-owned
car or truck, the franchisee splits the revenue with the
Debtors. The Debtors have a similar split arrangement when a
franchisee-owned vehicle is rented in a corporate-owned
location. A typical revenue split is 65/35, with 65% of the
rental revenue going to the owner of the vehicle and 35% going
to the location that handles the rental of the vehicle.

Majority of the Ryder TRS locations, as well as certain
corporate-owned Budget car rental locations, are operated under
agreements with agents known as dealers.  The dealers operate in
a particular location, renting corporate-owned trucks and, in
some cases, corporate-owned cars.  The Dealers are typically
paid a percentage of the rental revenue when renting a
corporate-owned vehicle.  Franchisees and dealers are not
necessarily exclusive categories.  A particular franchisee of
Budget cars and trucks of local rentals, for example, may also
be a dealer of Ryder trucks of one-way rentals.  Some Dealers
may also operate inside a defined franchisee territory.

Mr. Kosmowski continues that as part of the effort to transition
the Ryder brand to Budget, Budget has entered into integration
agreements with certain franchisees allowing current dealers
operating within franchisee territories to rent trucks under the
Budget brand name.  In exchange, Budget pays a commission to the
franchisee to allow the dealer to continue to operate within the
franchisee's licensed territory.  Only six of the franchisees
have not signed an Integration Agreement as of May 24, 2002.

By this motion, the Debtors seek the Court's authority to
maintain, in the ordinary course of business, their fully
integrated business relationship with their franchisees,
licensees and dealers operating in North America, Europe, the
Middle East, Africa, the Caribbean, Latin America, Asia and the
Pacific Rim -- excluding Australia and New Zealand -- through
payment, setoff or recouping of prepetition amounts due to them.

Mr. Kosmowski explains that the franchisees and dealers are an
important part of the Debtors' overall business.  The strength
of the Budget and Ryder brand names is based, in large part, on
the Debtors' widespread national as well as international market
presence and its vast network of rental car and truck locations.
The Debtors' ability to maintain a network of locations -- in
part through its Franchisees and Dealers -- and to penetrate
markets wide-scale, is critical to the Debtors' success in its
restructuring efforts.

The Debtors maintain an extremely active and intertwining
relationship with their franchisees and dealers.  If the Court
will not grant the Debtors' request, the Debtors' business might
ultimately crash.  Daily, both the Debtors and the franchisees
are renting the others' cars and trucks and incurring related
splits of revenue.  Similarly, the dealers are renting
corporate-owned cars and trucks and as a result, the Debtors are
credited with cash receipts that are allocable to the dealers.

According to Mr. Kosmowski, many of the Debtors' common business
functions are integrated with those of the franchisees and
dealers -- including information systems, fleet management and
marketing -- in order to take advantage of the benefits of an
integrated cost structure.  In the truck rental segment, the
dealers perform a variety of routine repairs and preventive
maintenance functions, including the replacement of batteries
and brake lights on the corporate-owned trucks in their
possession. The dealers also submit repair orders directly into
the Debtors' truck maintenance processing system, known as the
Marksman system.  Upon completion and approval of the repair
order, a dealer is reimbursed by the Debtors through the
accounts payable system.

Mr. Kosmowski adds that the Debtors are further integrated with
the franchisees and sealers through a central billing product
that is provided by the Debtors to certain of its corporate
accounts.  The Debtors enter into national contracts with
certain corporate customers, which the Franchisees and Dealers
generally support.  The central billing product allows all
rental activity that occurs worldwide to be consolidated and
sent on one invoice to the corporate customer.  Customers may
choose how they want their charges to be segregated to fit their
individual business needs.  The process is managed through the
use of various credentials, including corporate cards and paper
vouchers but sometimes without credentials in an applicant
program.  Mr. Kosmowski relates that Budget Group Inc., the
ultimate parent of the Debtors, approves credit on these
accounts and subsequently guarantees all credentials taken will
be paid to the rental locations for approved accounts.  The
Debtors remit payments to the individual rental locations,
including franchisee and dealer locations, and collects from the
corporate customers by billing them for the Debtors' rentals as
well as the franchisees' and dealers' rentals to a customer.  In
2001, the Debtors processed $24,000,000 of centrally billed
charges through its franchisee and dealer locations and an
additional $99,000,000 through corporate-owned locations.

The Debtors estimate that the prepetition amounts owed to the
franchisees aggregate $2,350,000, while the franchisees owe the
Debtors an estimated $17,050,000.  In addition to these amounts,
for the certain select markets in which the Debtors act as sub-
licensees to a master franchiser, the Debtors estimate the net
prepetition amounts owed to the master franchisers at
$1,950,000. In the markets in which the Debtors provide an
electric vehicle product, the Debtors estimate that the net
prepetition amount owed to EV Rentals is $230,000.  The Debtors
peg the prepetition amounts owed to the dealers at $12,470,000,
while the dealers owe an estimated $6,300,000 to the Debtors.
(Budget Group Bankruptcy News, Issue No. 2; Bankruptcy  
Creditors' Service, Inc., 609/392-0900)    


BURKE INDUSTRIES: Committee Follows Michael Sage to Stroock
-----------------------------------------------------------
The Official Committee of Unsecured Creditors pertaining to the
chapter 11 case of Burke Industries, Inc., sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain Stroock & Stroock & Lavan LLP, effective June
27, 2002 to substitute Dewey Ballantine LLP as Counsel.

Michael J. Sage, Esq., was the partner at Dewey Ballantine with
the primary responsibility for the representation of the
Committee. On June 26, 2002, Mr. Sage withdrew as member of
Dewey Ballantine and transferred to Stroock.  Other attorneys at
Dewey Ballantine with significant responsibility for the
Committee have joined Mr. Sage at Stroock.

Stroock will:

     a) assist, advise and represent the Committee with respect
        to the administration of these cases, as well as issues
        arising from or impacting the Debtors, the Committee or
        the chapter 11 case;

     b) provide all necessary legal advise with respect to the
        Committee's powers and duties;

     c) assist the Committee in maximizing the value of the
        Debtors' assets for the benefit of all creditors;

     d) pursue confirmation of a plan of reorganization;

     e) investigate, as the Committee deems appropriate, among
        other things, the assets, liabilities, financial
        condition and operations of the Debtors;

     f) commence and prosecute necessary and appropriate
        actions/proceedings on behalf of the Committee that may
        be relevant to these cases;

     g) review, analyze and prepare, on behalf of the Committee,
        all necessary applications, motions, answers, orders,
        reports, schedules and other legal papers;

     h) communicate with the Committee's constituents and others
        as the Committee may consider desirable in furtherance
        of its responsibilities;

     i) appear in court to represent the interest of the
        Committee;

     j) confer with professional advisors retained by the
        Committee so as to more properly advise the Committee;
        and

     k) perform all other legal services for the Committee that
        are appropriate and necessary in the Chapter 11 case.

Stroock will seek compensation from the Debtor's estate based on
its customary hourly rates as:

          Partners                   $450 to $750 per hour
          Associates                 $185 to $550 per hour
          Legal Assistants/Aides     $65 to $210 per hour

Burke Industries Inc., a leading diversified manufacturer of
highly engineered organic, silicone and vinyl based products for
commercial construction, aerospace and other industrial markets,
filed for chapter 11 protection on June 25, 2001. Michael D.
Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard
represents the Debtor in its restructuring efforts.


CARECENTRIC INC: Nasdaq Knocks Off Shares Effective Today
---------------------------------------------------------
CareCentric, Inc. (Nasdaq: CURA), a leading provider of
management information systems to the home health care
community, announced that, while the Company achieved
significant operating and financial improvements, it has
received notice from The Nasdaq Stock Market, Inc., that the
Company's shares will no longer be listed on the Nasdaq SmallCap
Market effective at the opening of business today, August 22,
2002.  

As previously disclosed in both its first quarter 2002 and
second quarter 2002 Form 10-Q reports, the Company had been
under notice of possible delisting due to certain financial
statement indicators and minimum bid price requirements of
Nasdaq not being achieved. The notice from Nasdaq was dated
August 14, 2002 and stated that the reasons for delisting were
non-compliance with Marketplace Rule 4310(C)(4) on minimum bid
price, Marketplace Rule 4310(C)(2)(A) on minimum stockholders'
equity, market value and net income and Marketplace Rule
4310c(2)(B) on minimum net tangible assets and minimum
stockholders' equity.  The delisting from Nasdaq will not affect
the financial condition or operations of the Company.

As reported in the announcement of its second quarter 2002
results, the Company has made significant operating and
financial improvements in revenue generation, cost reductions,
operating efficiency, net profits and positive cash flow.  
However, these improvements by themselves, while putting the
Company on a positive growth path, are insufficient to meet
Nasdaq market tests in the time frames provided under Nasdaq
listing requirements. Nevertheless, CareCentric's shareholders
will continue to be serviced through quotation of the Company's
shares on the OTCBB.

The Company has confirmed with its various market makers,
effective at the opening of business today, August 22, 2002,
that CareCentric, Inc., will be quoted on the OTC Bulletin Board
under the symbol CURA.  The OTCBB is a regulated quotation
service that displays real-time quotes, last-sale price, and
volume information in over-the-counter securities.

"Following the initial notice of possible delisting by Nasdaq on
April 19, 2002, the Company submitted various plans and
financial information to the Nasdaq Stock Market, which were
presented with the goal to maintain its listing status.  
Although the specific Nasdaq Small Cap Market requirements for
continued listing could not be met, our shareholders will
continue to be served by our participation as a quoted security
on the OTCBB," stated John R. Festa, Chief Executive Officer of
CareCentric, Inc.

"More importantly," added Mr. Festa, "our significantly improved
operating performance reported last week in our second quarter
2002 financial results, highlighted by a year over year
improvement in EBITDA of $2.1 million ($0.5 million profit for
the three months ended June 30, 2002 compared to a loss of $1.7
million for the three months ended June 30, 2001), underscore
our commitment to our shareholders and customers to improved
financial performance and continuing value delivery to our
customers.  Additionally, we believe our capital restructuring,
completed on July 1, 2002 and described, along with our positive
operating and financial results, in our second quarter Form 10-
Q, has further enhanced the Company's cash flows and financial
resources to support our focus on the future and continued
growth in revenue and improved profitability.  Finally,"
concluded Mr. Festa, "our major shareholders and debt holders
continue to reaffirm their commitment and support to the Company
and its future plans for growth."

CareCentric provides information technology systems and services
to over 1,500 customers.  CareCentric provides freestanding,
hospital-based and multi-office home health care providers
(including skilled nursing, private duty, home medical equipment
and supplies, IV pharmacy and hospice) complete information
solutions that enable these home care operations to generate and
utilize comprehensive and integrated financial, operational and
clinical information.  With offices nationwide, CareCentric is
headquartered in Atlanta, Georgia.


CONDOR TECHNOLOGY: Wachovia Corp. Discloses 44.06% Equity Stake
---------------------------------------------------------------
Wachovia Corporation beneficially owns 11,871,982 shares of the
common stock of Condor Technology Solutions, Inc., which
represents 44.06% of the outstanding common stock shares of the
Company. Wachovia holds sole power over the shares, both as to
voting and disposition.

Wachovia Corporation filed the report of Condor holdings with
the SEC indicating that the relevant subsidiaries are Wachovia
Securities, Inc. and Wachovia Bank NA. Wachovia Securities Inc.
is an investment advisor for mutual funds and other clients; the
securities reported by this subsidiary are beneficially owned by
such mutual funds or other clients.  The other Wachovia entity
listed holds the securities reported in a fiduciary capacity for
its customers.

Condor Technology Solutions is a technology and communications
company specializing in the organization, analysis and creative
distribution of business information. The company's business
practices include Web development, business intelligence,
contact center services, infrastructure support and marketing
communications. Condor Technology Solutions was founded in 1998.

                         *     *     *

As reported in the March 7, 2002 issue of the Troubled Company
Reporter, the company reported earnings before interest, taxes,
depreciation, amortization and impairment of long-lived assets
(EBITDA) of $461,000 on fourth quarter revenues of $12.9
million, compared to an EBITDA loss of $6.1 million in the
fourth quarter of 2000. The Company had a fourth quarter 2001
net loss of $10.1 million versus $16.2 million for the fourth
quarter of 2000.

Included in the company's net loss was impairment of long-lived
assets of $13.9 million in the fourth quarter of 2001 versus
$5.4 million in 2000. The company also recorded a $4.1 million
extraordinary gain on the extinguishment of debt.

Cash generated from operations in the fourth quarter 2001 was
$1.7 million.

For the year 2001, the EBITDA loss was reduced to $0.4 million
compared to $1.5 million in the prior year. In addition, Condor
had a net loss of $26.3 million in 2001 after extraordinary
items, on total revenues of $68.3 million. Net loss for fiscal
year 2000 was $20.2 million.

"Fourth quarter EBITDA improved more than $6.5 million over the
fourth quarter in the previous year", said Jim Huitt, Condor
president and CEO. "In addition, the company has cut selling,
general and administrative costs from $10.3 million in the
fourth quarter of 2000 to $2.9 million in 2001, which represents
a decrease from 47.5% to 22.9% of revenue from year to year.
Revenues year-to-year declined as a result of the company's
decision to sell off business units in 2001 that were under
performing or not in line with Condor's core business."


CONSECO INC: Noteholders Form Ad-Hoc Committee & Retain Advisors
----------------------------------------------------------------
Conseco, Inc., announced the formation of an ad-hoc committee of
holders of public notes issued by the company.

The company is immediately commencing discussions with committee
representatives.  The ad-hoc committee has engaged:

    * Fried, Frank, Harris, Shriver & Jacobson as legal advisor,
      and

    * Houlihan Lokey Howard & Zukin as financial advisor.

The first meeting between the company and the ad-hoc committee
is set to occur before the end of the week.  The company views
formation of the committee at this time as a positive
development toward a prompt, successful restructuring.

Conseco, Inc., noted that the restructuring involves the capital
structure of the holding company only.  Conseco Inc.'s three
operating units: Conseco Insurance Group, Conseco Finance Corp.,
and Bankers Life and Casualty Co., continue to operate as usual.  
Conseco EVP Mark Lubbers, asked for clarification about whether
these statements mean that the restructuring does or not include
CIHC Corporation debt obligations, refused to comment.  

The formation of the committee follows the announcement on
August 9 that Conseco, Inc., has begun to pursue a financial
restructuring to address the holding company's current leverage
and liquidity situation.  That disclosure included news that:

Conseco elected to exercise a 30-day grace period on upcoming
bond interest payments; and hired:

    * Kirkland & Ellis as its legal advisors; and

    * Lazard Freres & Co. as its financial advisors.

Conseco Inc.'s 10.75% bonds due 2008 (CNC08USR1) are trading at
27 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for  
real-time bond pricing.


CONTINENTAL AIRLINES: Initiates Steps to Cut Costs & Up Revenue
---------------------------------------------------------------
Continental Airlines (NYSE: CAL) is implementing a series of
revenue- generating and cost-saving initiatives that are
designed to achieve pre-tax contributions in excess of $350
million on an annual basis when fully implemented and $80
million for the balance of 2002.  These initiatives are a
necessary response to the dramatic changes in the marketplace,
including continued deterioration of revenue and rising fuel,
insurance and security costs.

These changes will maintain Continental's industry-leading
product and corporate culture, while raising new revenue and
reducing costs.

The company will remove an additional 11 MD-80 aircraft from the
schedule by the end of 2003, having already grounded 49 aircraft
since September 2001.

Continental is implementing domestic capacity reductions that
are among the largest in the industry.  Domestic mainline jet
capacity in August 2003, the peak month for domestic flying,
will be approximately 17 percent below domestic capacity in
August 2001.

For all of 2003, domestic mainline jet capacity will be reduced
approximately 4 percent year over year.  This decrease is in
addition to the 6.5 percent already reduced in 2002 compared
with 2001.

The company will continue to monitor employment levels and hopes
to avoid additional furloughs through a hiring freeze,
retirements, voluntary leaves and attrition.

"These are challenging times in our industry and we need to do
something now," said Continental Chairman and Chief Executive
Officer Gordon Bethune. "US Airways declared bankruptcy and
United is likely to soon follow.  American is eliminating 7,000
jobs.  While we remain committed to running a clean, safe and
reliable operation, we need to do some aggressive belt
tightening so we don't end up like them.  We're taking action
both internally and externally and all the steps we're taking
today are necessary.  Unless market conditions improve quickly,
we'll be forced to make further changes in every aspect of our
operation."

Continental continues to focus on providing products and
services its customers value and are willing to pay for.  In the
current environment of declining air fares, Continental will
retain its full-service product for higher-revenue customers,
while adjusting services and fees to reflect customer demand for
lower fares.  These changes enable customers to select the
products and services they value and are willing to pay for.  
These service and fee changes will be announced and implemented
over the next several weeks.

Included among the more than 100 initial changes Continental is
implementing are:

     -- Immediate assessment of a $20 fee for all domestic paper
tickets from all points of sale;

     -- Both new and additional fees for services that low-fare
customers select;

     -- Elimination of discounts on certain published and
unpublished low-fare categories;

     -- Rigid enforcement of all fare rules and a new, strict
policy against "waivers and favors";

     -- Re-bidding of many supplier contracts;

     -- A disciplined adherence to policies on the collection of
excess baggage charges, change fees and other items;

     -- A further reduction of distribution costs through
advanced technologies; and

     -- Modification of select employee programs.

"The market is driving us to make these changes," said
Continental Senior Vice President and Chief Financial Officer
Jeff Misner.  "We will continue to closely review every aspect
of our operations and product to ensure that we meet current
market demand.  The initiatives announced today will not be
sufficient to return the company to profitability in the
existing environment."

Other cost-reducing actions Continental has taken in recent
years include:

     -- Reduction of aircraft types from nine to four;

     -- Transition to the industry's newest and most fuel-
efficient fleet;

     -- Establishment in 1996 of the efficient "rolling hub"
concept at the airline's New York/Newark hub;

     -- Elimination of most travel agency base commissions; and

     -- Installation of the world's largest eTicket check-in
network, with more than 640 eService Center kiosks in more than
100 cities.

Continental Airlines' 8% bonds due 2005 (CAL05USR1) are trading
at 94.281 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CAL05USR1for  
real-time bond pricing.


CONTOUR ENERGY: Creditors' Meeting to Convene on August 26, 2002
----------------------------------------------------------------
The United States Trustee will convene a meeting of Contour
Energy Co., and its debtor-affiliates' creditors on August 26,
2002 at 1:00 p.m., in the Office of the United States Trustee,
515 Rusk, Suite 3401, Houston, TX 77002.

All creditors are invited, but not required, to attend.  This
formal Meeting of Creditors, convened pursuant to 11 U.S.C. Sec.
341(a), offers the one opportunity in a bankruptcy proceeding
for creditors to question a responsible office of the Debtor
under oath about the company's financial affairs and operations
that would be of interest to the general body of creditors.

Contour Energy Co., a company engaged in the exploration,
development acquisition and production of oil and natural gas
primarily in south and north Louisiana, the Gulf of Mexico and
south Texas, filed for chapter 11 protection on July 15, 2002.
John F. Higgins, IV, Esq., and Porter & Hedges, LLP represents
the Debtors in their restructuring efforts. When the Company
filed for protection from its creditors, it listed $153,634,032
in assets and $272,097,004 in debts.


CORRPRO: Brings-In Carl Marks as Chief Restructuring Officer
------------------------------------------------------------
Corrpro Companies, Inc. (Amex: CO), the leading provider of
corrosion protection engineering services, systems and
equipment, reported results for its fiscal 2003 first
quarter which ended June 30, 2002.

Revenues for the fiscal 2003 first quarter totaled $35.9 million
compared to $44.1 million in the fiscal 2002 first quarter, a
decrease of $8.2 million or 18.5%. Consolidated gross profit
margins were 32.5% in the first quarter of fiscal 2003 compared
with 29.8% in the prior-year first quarter. Operating expenses
totaled $10.1 million in the first quarter of fiscal 2003
compared to $11.2 million in the year-earlier period, a decrease
of $1.1 million or 10.2%.

The Company reported operating income of $1.6 million, before
taxes, interest, and a $2.0 million loss on its Australian
subsidiary, for the quarter compared to operating income of $1.9
million in the year-earlier period. The charge attributable to
Australia was mostly non-cash and represented the last remaining
charge to write off the Company's investment in the subsidiary.
For the quarter, the Company reported a net loss of $2.4
million, or $0.29 per share including $0.24 from the Australian
charges, compared to a net loss of $0.3 million, or $0.03 per
share in the prior-year period. Prior year figures reflect
restated amounts. Further financial information is more fully
reflected in the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002 as filed today.

"The accounting irregularities we discovered at our Australian
subsidiary have tended to overshadow the strong fundamentals of
our business which has continued to generate modest free cash
flow. As expected, revenues decreased due in large part to the
decline in our coatings business and the effect of our
Australian's subsidiary's revenues, which are no longer included
in consolidated results," commented Joseph W. Rog, Chairman, CEO
and President.

"Our operating units continue to implement programs to work more
effectively and efficiently. As a result, our gross margins have
improved and our operating expenses have been reduced."

The Company also reported that it continues to implement
elements of its overall plan of business improvement and debt
reduction. The Company's strategy includes a plan to divest of
non-core and select international business units to accelerate
debt reduction and improve the Company's operating performance.
To assist these efforts, the Company has engaged the firm of
Carl Marks Consulting Group LLC.  P. Elliott Burnside, a
managing director of Carl Marks, has joined the Company in the
role of Chief Restructuring Officer to manage the plan's
implementation.


CYTRX CORP: Has Until Feb. 10, 2003 to Meet Nasdaq Requirements
---------------------------------------------------------------
CytRx Corporation (Nasdaq: CYTR) announced that the Nasdaq Stock
Market has extended the date by which the Company must comply
with the $1.00 minimum closing bid price requirement from August
13, 2002 until February 10, 2003.

The extension for compliance with the minimum closing bid price
requirement was provided to the Company by Nasdaq, pursuant to
Nasdaq's rule affording an additional 180 days to comply for
those companies who otherwise satisfy Nasdaq's core requirements
for initial listing on the Nasdaq Small Cap Market (including
stockholders' equity of at least $5,000,000).

If at any time before February 10, 2003 the bid price of the
Company's common stock closes at $1.00 per share or more for a
minimum of 10 consecutive trading days, the Company will be in
compliance with Nasdaq's minimum bid price rule.  If the
Company's common stock does not satisfy this closing bid price
requirement by February 10, 2003, it will be subject to
delisting from the Nasdaq Small Cap Market.

CytRx Corporation is a biopharmaceutical company focused on the
development and commercialization of high-value human
therapeutics. The company's current research and development
activities include CRL-5861, an intravenous agent for treatment
of sickle cell disease and other acute vaso-occlusive disorders,
and TranzFect, a delivery technology for DNA-based vaccines.  
CytRx has licensed TranzFect to Merck & Co., Inc. for use in
Merck's efforts to develop DNA-based vaccines for HIV and three
other infectious diseases.  All other uses of TranzFect for
enhancement of viral or non-viral delivery of polynucleotides
(such as DNA and RNA) have been licensed to Vical, Incorporated.
CytRx has a portfolio of potential products and technologies in
the areas of muscular dystrophy, cancer, spinal cord injury,
vaccine delivery, gene therapy and animal feed additives.

CytRx's wholly owned subsidiary, GGC Pharmaceuticals, Inc., is a
genomics holding company that currently has a forty percent
ownership interest in Blizzard Genomics, Inc in Minneapolis,
Minnesota and a five percent ownership interest in Psynomics,
Inc., a central nervous system genomics company in San Diego,
CA.  Blizzard Genomics, Inc., is developing instrumentation,
software, and consumable supplies (including patent-pending "T-
Chip" and "Contact" technologies) for the genomics industry.  
GGC expects that DNA chips will significantly impact a broad
range of biomedical and agricultural businesses. These include
drug development, diagnostic testing, forensics, environmental
testing and plant biotechnology.  Psynomics, Inc., is a genomics
company developing technology for the diagnosis and treatment of
neuropsychiatric diseases and has rights to access a significant
database of patient data and corresponding tissue samples.


DELTA MILLS: Posts Improved EBITDA for Fiscal Fourth Quarter
------------------------------------------------------------
Delta Mills, Inc., reported net sales of $ 52,366,000 for the
quarter ended June 29, 2002 as compared to net sales of
$37,073,000 for the quarter ended June 30, 2001. The Company
reported income before extraordinary items of $1,354,000 for the
quarter ended June 29, 2002 as compared to a loss before
extraordinary items of $5,379,000 for the quarter ended June 30,
2001. Earnings before interest, taxes, depreciation and
amortization for the quarter ended June 29, 2002 were $5,202,000
as compared to losses before interest, taxes, depreciation and
amortization of $2,915,000 for the quarter ended June 30, 2001.

For the year ended June 29, 2002, the Company reported net sales
of $174,673,000 as compared to $212,960,000 for the year ended
June 30, 2001. The Company reported a loss before extraordinary
items of $11,973,000 for the year ended June 29, 2002 as
compared to a loss before extraordinary items of $5,491,000 for
the year ended June 30, 2001. The loss for the current year
includes an $8.7 million pre-tax charge for asset impairment and
restructuring expenses associated with the closing of the Furman
Plant as announced on August 22, 2001. The net loss for the
current year includes an extraordinary, after tax, gain of
$9,911,000 from the repurchase and retirement of $35,996,000
face value of the Company's 9 5/8% senior notes. Losses before
interest, taxes, depreciation and amortization for the year
ended June 29, 2002 were $890,000 as compared to earnings before
interest, taxes, depreciation and amortization of $13,271,000
for the year ended June 30, 2001.

Delta Mills, Inc., headquartered in Greenville, South Carolina,
manufactures and sells textile products for the apparel
industry. The Company, which employs about 1,800 people,
operates six plants located in North and South Carolina.

                          *    *    *

As reported in Troubled Company Reporter's April 26, 2002,
edition, Standard & Poor's lowered its corporate credit rating
on Delta Mills Inc. (a wholly owned subsidiary of Delta Woodside
Inc.) to 'CCC'. The downgrade reflected Delta Mills' continued
weak operating performance and related credit measures for the
first nine months of its 2002 fiscal year, and the expectation
that such measures will continue to be very weak in the near
term.

The ratings on Delta Mills reflect the company's leveraged
financial profile, narrow business focus, some customer
concentration risk, and very competitive and cyclical apparel
market conditions. The ratings also reflect the fashion risk
inherent in apparel textiles. These factors are offset, in part,
by Delta Mills' dominant position in its niche woven textile
markets, modest capital expenditures, and experienced management
team.


DIVERSIFIED CORPORATE: Reports $500,000 Second Quarter Net Loss
---------------------------------------------------------------
Diversified Corporate Resources, Inc., (Amex: HIR) announced
results for the second quarter ended June 30, 2002 and corporate
changes.

"Prior to the September 11, 2001 tragedy, our Company had
previously reported seven consecutive years of positive earnings
before interest, taxes, depreciation and amortization," said J.
Michael Moore, Chairman and CEO of Diversified Corporate
Resources, Inc.  "We are disappointed in the softness of
economic recovery, however, in spite of these very difficult
times, we were again able to report positive EBITDA for the
Quarter ended June 30, 2002.  This is the direct result of our
continued focus on financial and operating discipline and our
restructuring efforts."

Net service revenues decreased 33% to $13.4 million in 2Q 2002,
compared to $19.8 million during the same period last year
resulting in a net loss for 2Q 2002 of $0.5 million, or $0.18
per share compared with a net loss for 2Q 2001 of $0.3 million
or $0.09 per share.  For the quarter, contract and specialty
placements accounted for 76% of the Company's net service
revenues, up from 73% for the same period last year.

Six-month net service revenues decreased 34% to $26.1 million
compared to $39 million during the same period last year
resulting in a net loss for the six months ended June 30, 2002
of $1.2 million versus a net loss for the same period last year
of $0.8 million. For the six months ended June 30, 2002,
contract and specialty placements accounted for 76% of the
Company's net service revenues, up from 70% for the same period
last year.

James E. Filarski, President commented, "Our senior management
team has worked diligently to identify cost reduction
opportunities and reduce unnecessary capital expenditures.  We
remain dedicated to the continued execution of our management
initiatives announced late last year.  This emphasis on
financial and operating discipline has reduced our general and
administrative expenses for the six months ended June 30, 2002
by $2.8 million from the same period a year ago or 35%."

"We continue to anticipate a slow recovery and stay focused on
operating and cost controls.  Our Company is positioned to
capitalize on improving national hiring levels for professional
personnel as economic conditions recover and our clients
increase their capital spending levels," concluded Mr. Moore.

                         Corporate Changes

Board of Directors

The Company announced that there have been recent changes to the
membership of its Board of Directors.  Deborah A. Farrington has
resigned as a director of the Company, and both Mark E. Cline, a
businessman from Dallas, Texas, and W. Brown Glenn, Jr., a
Dallas, Texas investment banker have been elected as new members
of the Board.  Mark Cline is actively involved in the ownership
and management of several privately owned business concerns.  In
addition, Mr. Cline has an extensive history of active
involvement in several charitable organizations.  W. Brown Glenn
has an extensive financial and investment banking background.

Management

The Company announced that effective as of June 30, 2002,
Anthony G. Schmeck resigned as an officer of the Company.  James
E. Filarski, the Company's President, has assumed Mr. Schmeck's
role as the Company's principal financial executive on an
interim basis.  Mr. Filarski is a Certified Public Accountant
with 26 years of business experience including 16 years as
either a public accountant or Chief Financial Officer of a
staffing business.

Mr. Moore commented that "the Company regrets that Debby
Farrington has elected to resign from its Board, and appreciates
her many contributions over the past five years.  However, we
are delighted that Mark Cline and W. Brown Glenn have joined our
team as directors of the Company.  I also want to thank Tony
Schmeck for his diligence and service to our Company."

Diversified Corporate Resources, Inc., is an employment services
firm focused on providing recruited staffing solutions for
clients requiring personnel with skills in
engineering/technical, information technology, and other
professional disciplines.

                         *    *    *

As reported in Troubled Company Reporter's May 9, 2002 edition,
Weaver and Tidwell, L.L.P., of Dallas, Texas, Diversified
Corporate Resources, Inc., said that the Diversified Corporate
Resources "incurred a net loss of $3,978,000 during the year
ended December 31, 2001, and, as of that date, had a working
capital deficiency of $2,519,000.  [This] working capital
deficiency is the result of the Company being in default on its
revolving credit agreement and the acceleration of certain other
payment obligations. Those conditions raise substantial doubt
about the Company's ability to continue as a going concern."  
These statements were in Weaver and Tidwell's Auditors Report of
April 22, 2002.


DOBSON COMMS: Requests Review of Nasdaq Delisting Determination
---------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) has requested a
review of the Nasdaq Staff Determination that it recently
received concerning the Company's continued listing under
Marketplace Rule 4450 as a Standard 2 member on the Nasdaq
National Market.

According to Nasdaq rules, a hearing request stays any action on
the Company's securities pending review by a Listing
Qualifications Panel. Consequently, until the appeal is finally
decided, Dobson's Class A shares will continue to trade on the
Nasdaq National Market.

Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States. Headquartered in
Oklahoma City, the Company owns or manages wireless operations
in 17 states. For additional information on the Company and its
operations, please visit its Web site at http://www.dobson.net


DOE RUN RESOURCES: Further Extends Exchange Offer Until Friday
--------------------------------------------------------------
The Doe Run Resources Corporation announces that it is extending
the expiration time of its Exchange Offer, Cash Offer and
Exchange/Loan Offer until 5:00 P.M. New York City Time on
Friday, August 23, 2002.  Doe Run has received tenders of Notes
sufficient to satisfy the minimum tender conditions required for
the consummation of the Offers.  Doe Run gratefully acknowledges
the continued overwhelming support expressed for the Offers, as
evidenced by participation in the Offers, to the best of Doe
Run's knowledge, by holders of 95% of the aggregate principal
amount of its outstanding Notes.  However, Doe Run is extending
the Offers to allow it to finalize the terms of its Amended and
Restated U.S. Revolving Credit Facility with its working capital
lenders and to continue efforts to satisfy conditions precedent
to the consummation of the Offers.  Doe Run has reached a
tentative agreement with the working capital lenders and is
working with such lenders to complete definitive documentation.
There can be no assurance that the Offers will be consummated
successfully by Doe Run.

Holders with questions concerning how to participate in the
Offers or wishing to obtain copies of the Offering Memorandum,
additional Letters of Transmittal or any other documents
relating to the various offers should direct all inquiries to
the information agent, MacKenzie Partners, Inc., at (212) 929-
5500 or (800) 322-2885 (toll-free).  Beneficial owners may also
contact their broker, dealer, commercial bank or trust company
for assistance concerning the Offers.


EINSTEIN/NOAH: Court Okays Litigation Settlement re Distribution
----------------------------------------------------------------
New World Restaurant Group (Pink Sheets: NWCI) announced that
the Bankruptcy Court with jurisdiction of the proceedings of
ENBC, Inc. (formerly Einstein/Noah Bagel Corp.), and ENBP, L.P.
(formerly Einstein/Noah Bagel Partners) approved a settlement of
the litigation concerning the distribution of the assets of the
two estates.  Under the settlement agreement approved by the
court, $17.1 million is to be paid to creditors of ENBC, of
which approximately 49 percent, or $8.3 million, is to be paid
to New World. Distribution of the proceeds from the ENBC and
ENBP estates approved today in the U.S. Bankruptcy Court,
District of Arizona, follows earlier distributions to New World
totaling $27.9 million, bringing the company's aggregate
proceeds to date to approximately $36.2 million.

The payments are made in connection with New World's ownership
of approximately $61.5 million in bonds issued by ENBC, which,
along with ENBP, filed for Chapter 11 bankruptcy protection in
April 2000.  In June 2001, New World acquired the assets of ENBC
and ENBP at a bankruptcy auction for $160 million in cash and
the assumption of certain liabilities.

All proceeds from the bankruptcy distributions are being
utilized by New World to repay an asset-backed secured loan to
its wholly owned non-restricted subsidiary, EnbcDeb Corp., and
an investment in New World Greenlight, LLC.  As of July 2, 2002,
the amounts owed aggregated $15.0 million after giving effect to
distributions since that date, including the amount to be paid
under the settlement agreement.  New World may receive
additional proceeds distributed before the bankruptcy case is
closed, with the amount of future distributions uncertain at
this time.  Any remaining amounts then owed by New World on the
asset-backed loan and the investment will be settled by the
issuance of preferred stock.

"With [Tues]day's action in the Bankruptcy Court, we've taken
another major step in closing the book on the Einstein
acquisition," said Anthony Wedo, New World chairman and CEO.
"Following this latest distribution, the actual proceeds exceed
by approximately $2.0 million the carrying value of the
investment as stated at fiscal 2001 year end."

New World is a leading company in the quick casual sandwich
industry, the fastest-growing restaurant segment.  The company
operates locations primarily under the Einstein Bros and Noah's
New York Bagels brands and primarily franchises locations under
the Manhattan Bagel and Chesapeake Bagel Bakery brands.  As of
July 2, 2002, the company's retail system consisted of 460
company-owned locations and 290 franchised and licensed
locations in 34 states.  The company also operates one dough
production facility and one coffee roasting plant.


ELAN CORP: Violates Nasdaq Continued Listing Requirements
---------------------------------------------------------
Elan Corporation, plc (NYSE: ELN) received a Nasdaq Staff
Determination on August 12, 2002 indicating that the Company's
Contingent Value Rights (Nasdaq: LCVRZ) issued as part of the
consideration for the acquisition of The Liposome Company, Inc.,
in May 2000 are subject to delisting from The Nasdaq National
Market at the opening of business on August 20, 2002 for non-
compliance with the minimum number of market makers requirement
set forth in Nasdaq Marketplace Rule 4450(a)(6).

The Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. The
hearing request will stay the delisting of the Company's
Contingent Value Rights pending the Panel's decision. There can
be no assurance the Panel will grant the Company's request for
continued listing.

Elan is focused on the discovery, development, manufacturing,
selling and marketing of novel therapeutic products in
neurology, pain management and autoimmune diseases. Elan shares
trade on the New York, London and Dublin Stock Exchanges.


ENTRADA NETWORKS: Appeals Nasdaq's Delisting Decision
-----------------------------------------------------
Entrada Networks, Inc., (Nasdaq:ESAN) received a Nasdaq Staff
Determination on February 14 indicating that the Company failed
to comply with Marketplace Rule 4310(C)(4) requiring $1.00 per
share over the previous 30 consecutive trading days. On August
14, 2002, Entrada received an additional Nasdaq Staff
Determination that Entrada Networks has not regained compliance
and is not eligible for an additional 180 day grace period.
Accordingly, the Company's securities will be delisted from the
Nasdaq SmallCap Market at the opening of business on August 22,
2002. Tuesday Entrada Networks has filed its appeal of the
Staff's determination to the Hearing Panel pursuant to the
procedures set forth in the Nasdaq Marketplace Rule 4800 series.
A hearing request will stay the delisting of the Company's
securities pending the Panel's decision.

Entrada Networks currently has three wholly owned subsidiaries
that focus on developing and marketing products in the storage
networking and network connectivity industries. Rixon Networks
manufactures and sells a line of fast and gigabit Ethernet
adapter cards that are purchased by large networking original
equipment manufacturers as original equipment for servers, and
other computer and telecommunications products. Rixon's focus is
on two- and four-port cards and drivers for highly specialized
applications. Sync Research manufactures and services frame
relay products for some of the major financial institutions in
the U.S. and abroad. The Torrey Pines subsidiary specializes in
the design & development of SAN transport switching products.
Entrada Networks is headquartered in Irvine, CA.
http://www.entradanetworks.com


EXIDE TECH: Wants to Keep Plan Filing Exclusivity Until Dec. 11
---------------------------------------------------------------
Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young & Jones
P.C., in Wilmington, Delaware, reports that Exide Technologies,
its debtor-affiliates, and their professionals have worked to
ensure that these cases proceed at a rapid rate in order to
maximize the best interest of the Debtors, their estates and
their creditors.  Since the Petition Date, the Debtors have
prepared and filed their Summary of Schedules and Statement of
Financial Affairs and have begun a comprehensive analysis of
leases and other executory contracts.  Moreover, the Debtors
recently completed the negotiation and implementation of their
key employee retention program.  This program, which was fully
supported by the Committee and the Prepetition Lenders, creates
incentive milestones for a prompt and consensual conclusion of
these Chapter 11 cases, in particular by December 2003 when the
Prepetition Lenders' Standstill Agreement expires.

To that end, Ms. Jones contends that the Debtors and their
professional advisors have begun and continue to explore
restructuring alternatives and mechanisms, including the sale
and consolidation of certain business segments.  Furthermore,
the Debtors have held early stage discussions with the Committee
and the Prepetition Lenders regarding restructuring
alternatives.  In light of the size and complexity of the
Debtors' business, an extension of the exclusive periods is
justified.  Not only do the Debtors have 19 manufacturing
facilities in the United States and employ 6,500 persons, the
Debtors are also attempting to coordinate their operational and
restructuring efforts with the ongoing operational restructuring
of the Debtors' European non-debtor subsidiaries.

By this Motion, the Debtors ask the Court to extend their
exclusive period to file a Chapter 11 plan to December 11, 2002,
and their exclusive period to solicit acceptances of that plan
to February 10, 2003.

The Debtors say they seek these extensions in good faith, and
submit that there is no risk of harm to the Debtors' creditors
if this Court grants these extensions.  Ms. Jones points out
that the Debtors are moving these cases forward while working
with key constituencies to formulate a viable plan.  These cases
do not bear characteristics that would justify the denial of an
extension of the exclusive periods.  The Debtors are not seeking
the extensions to delay administration of their cases or to
pressure creditors to accept unsatisfactory plans.  On the
contrary, the request is intended to facilitate an orderly,
efficient and cost-effective plan process for the benefit of all
creditors.  Ms. Jones relates that the objective of these
Chapter 11 reorganization cases is the resolution of the
Debtors' Chapter 11 cases through the negotiation, formulation,
development, confirmation and consummation of a consensual plan
of reorganization.  The Debtors are taking the steps necessary
to reach that goal.  Accordingly, granting the extension of the
exclusive periods requested by the Debtors is reasonable and
appropriate under the circumstances of these cases.

Moreover, Ms. Jones notes that the Debtors' request is well
below the range of extensions granted by this and other courts
in large reorganization cases.

Ms. Jones assures the Court that the relief requested will not
prejudice the rights of interested parties.  Any interested
party can move this Court, on appropriate notice, to reduce the
exclusivity periods for cause shown.  This remedy is more than
sufficient to protect the claims of creditors from any undue
delay upon the part of the Debtors.

A hearing on the motion is scheduled on September 18, 2002.  By
application of the Local Bankruptcy Rules applicable in the
District of Delaware, the exclusive period to file a plan is
extended through the conclusion of that hearing. (Exide
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

Exide Technologies' 10% bonds due 2005 (EXDT05FRR1), DebtTraders
reports, are trading at 15 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXDT05FRR1
for real-time bond pricing.


FARRELLGAS PARTNERS: Fitch Rates $160MM Senior Sec. Notes at BB+
----------------------------------------------------------------
Ferrellgas Partners, L.P.'s outstanding $160 million 9.375%
senior secured notes due 2006, issued jointly and severally with
its special purpose financing subsidiary Ferrellgas Partners
Finance Corp., are rated 'BB+' by Fitch Ratings. In addition,
Fitch affirms Ferrellgas, L.P.'s outstanding $534 million senior
notes at 'BBB' and assigns a 'BBB' rating to the OLP's $157
million senior unsecured bank credit facility. The Rating
Outlook is Stable. FGP is a leading U.S. retail propane master
limited partnership headquartered in Liberty, Missouri.

FGP's 'BB+' rating recognizes the subordination of its debt
obligations to approximately $547 million unsecured debt of the
OLP. In addition, Fitch's assessment incorporates the underlying
strength of FGP's retail propane distribution network. Positive
qualitative credit factors include FGP's extensive geographic
reach, track record of customer retention, a proven ability to
maintain consistent gross profit margins even during past run-
ups in spot propane prices and strong internal operating,
pricing, and financial controls. FGP is currently the nation's
2nd largest retail distributor of propane serving approximately
one million customers in 45 states with normalized retail sales
approaching one billion gallons annually. Fitch believes that
FGP's geographic diversity and high percentage of residential
customers mitigates exposure to regional weather patterns and/or
economic cycles.

Although FGP's recent financial performance was impacted by
significantly warmer than normal weather conditions during the
2001-2002 heating season, credit measures have generally
remained consistent with its rating category. Consolidated
lease-adjusted ratios for earnings before interest, taxes,
depreciation, and amortization (EBITDA) coverage of interest and
total debt to EBITDA for the 12 month period ended April 30,
2002 were 2.5 times and 5.1x, respectively. In addition, cash
distributions to FGP, which can be generally defined as EBITDA
generated by the OLP minus OLP cash interest expense and
maintenance capital expenditures, covered interest expense on
FGP's standalone debt obligations by approximately 7.0x for the
12 month period ended April 30, 2002.

Fitch believes that conditions and/or events that would disrupt
debt service at FGP remain highly unlikely. Specifically, Fitch
estimates that EBITDA at the OLP would have to drop by an
additional 32% under an already severe warm weather stress case
scenario in 2002 before the OLP could potentially be restricted
from distributing cash to FGP. The likelihood of this level of
EBITDA erosion is remote given FGP's strong track record of
customer retention and demonstrated ability to maintain unit
margins even during periods of extreme product price volatility.

The OLP's 'BBB' rating reflects its stronger standalone credit
profile and its demonstrated ability to maintain credit measures
consistent with the 'BBB' rating even under adverse operating
conditions. For the 12 month period ended April 30, 2002, EBITDA
interest coverage and total debt to EBITDA at the OLP
approximated 3.6x and 3.4x, respectively. If these ratios are
adjusted to include off-balance sheet synthetic leases as debt,
EBITDA interest coverage is about 3.3x with total debt to EBITDA
of 4.1x. Importantly, historical credit measures at Ferrellgas
have consistently exceeded Fitch's bottom range stress case
expectations for investment grade rated debt at the OLP level
even during periods of extreme weather conditions experienced
over 1998-2002. Fitch's rating of the OLP also takes into
consideration specific structural features of its debt
obligations including a 2.25x consolidated cash flow to fixed
charges restricted payments test and a series of debt incurrence
tests which restrict the OLP's ability to over-leverage during
times of financial stress. In addition, FGP previously provided
at Fitch's request an opinion from outside counsel stating that
in the event of a bankruptcy of FGP and/or the OLP, a bankruptcy
court would not permit substantive consolidation of FGP into the
OLP. As a result, Fitch is able to analyze the OLP more
independently from FGP.


FRONTIER OIL: Fitch Affirms Senior Unsecured Debt Rating at B+
--------------------------------------------------------------
Fitch Ratings has affirmed Frontier Oil Corporation's (NYSE:FTO)
senior unsecured debt rating of 'B+'. In addition, Fitch is
assigning a rating of 'BB-' to the company's $175 million
secured revolving credit facility. The Positive Rating Outlook
is attributed to the continued benefits of the two-refinery
system and the company's position as a niche refiner in the
Rocky Mountains and Plains states.

Frontier's ratings are supported by the company's position as an
independent refiner with a solid market position within its core
geographic niche markets. Due to the company's position as a
small refiner, management plans to delay implementation of the
ultra low sulfur gasoline standards, giving the company an
advantage over its larger peers.

Offsetting factors include Frontier's high percentage of debt in
its capital structure as a result of the acquisition of the El
Dorado refinery in late 1999 as well as the company's
vulnerability to volatile refining margins. The recent down
cycle in the refining sector has weakened Frontier's credit
metrics as EBITDA-to-interest dropped to 3.3 times for LTM ended
June 30, 2002. The company has, however, performed better than
many of its peers over this period as US refining margins remain
volatile.

Although there continues to be the risk of further debt-financed
acquisitions, Fitch expects that Frontier will follow through on
public statements and include a significant equity component in
the financing of any sizable acquisition to support the
company's debt ratings. Frontier management has recently
expressed an interest in growing its asset base through
acquisition. With the recent downturn in the refining cycle, the
economics to acquire refining assets have become more attractive
for the company. Management, however, has stated a desire to
finance any acquisition conservatively and does not want to go
over $450-$500 million in total cost. The company had $108
million in cash as of June 30, 2002, a portion of which could be
used to help finance an acquisition.

Fitch is initiating coverage of the company's existing $175
million secured credit facility. The facility, which is
primarily used for working capital purposes, allows for a
maximum of $125 million of cash borrowings subject to borrowing
base amounts. The facility is secured by the receivables and
inventories of the company's two refineries. Based on a review
of the collateral package and structure for the facility, Fitch
has placed a 1-notch difference between the credit facility and
the company's senior unsecured rating.

Frontier Oil Corporation is an independent refiner and wholesale
marketer of petroleum products, operating two refineries, a
41,000 barrel-per-day (bpd) refinery in Cheyenne, Wyoming and a
110,000 bpd refinery in El Dorado, Kansas. Frontier also offers
its own branding program in the Rocky Mountain market area to
accommodate smaller, independent gasoline marketers.

  
GLOBAL CROSSING: Wants to Pay Former Employees' $2.6MM Claims
-------------------------------------------------------------
Paul M. Basta, Esq., at Weil Gotshal & Manges LLP, in New York,
reports that Global Crossing Ltd., and its debtor-affiliates
terminated 1,530 employees within the year prior to the Petition
Date.  Under the Debtors' employee benefit policies, severance
is paid over time, rather than in a lump sum.  On the Petition
Date, 1,300 Former Employees had claims relating to severance.  
Pursuant to Section 507(a)(3) of the Bankruptcy Code, those
employees who "earned" severance in the 90-day period prior to
the Petition Date are entitled to priority claims.  After an
analysis of how Section 507(a)(3) and relevant decisional
authority apply to claims based on severance in the form of
salary continuation payments, the Debtors have determined that
680 Former Employees hold Severance Claims that are entitled to
priority status while 650 Former Employees hold Severance Claims
that are not entitled to priority status.

On July 15, 2002, in accordance with the Priority Payment Order,
Mr. Basta accords that the Debtors paid 680 Former Employees
$2,558,706 on account of Employee Priority Claims, including
payment to Former Employees on account of Priority Severance
Claims.  However, the Priority Payment Order does not authorize
the Debtors to pay the Other Severance Claims.  By this Motion,
the Debtors seek the Court's authority to pay up to $4,650 to
each Former Employee holding a valid Other Severance Claim.  The
total cost to the Debtors of these payments will be $2,600,000.

Mr. Basta relates that the Debtors customarily reimburse
employees who incur business expenses in the ordinary course of
performing their duties.  These reimbursement obligations
include travel and entertainment expenses incurred by the
employees through the use of their own funds or credit cards.  
To recall, the Court authorized the Debtors to pay the
Reimbursement Obligations of existing employees as of the
Petition Date.  In accordance with the Employee Order, the
Debtors paid to existing employees $580,000 for Reimbursement
Obligations.

Mr. Basta believes that some Former Employees have claims for
reimbursement of expenses during the course of their employment
with the Debtors.  Because Section 507(a)(3) of the Bankruptcy
Code does not provide priority status for expense reimbursement
claims, the Other Reimbursement Claims are not part of the
category of Employee Priority Claims whose payment was
authorized by the Priority Payment Order.  Because the Former
Employees were not employed by the Debtors on the Petition Date,
the Debtors are not authorized by the Employee Order to pay the
Other Reimbursement Claims.  There are 80 Former Employees who
hold Other Reimbursement Claims aggregating $100,000.  
Accordingly, the Debtors also seek the Court's permission to pay
the Other Reimbursement Claims.

Mr. Basta contends that failure to pay or delay in payment of
the Other Employee Claims will adversely impact the Debtors'
relationship with their existing employees and will irreparably
impair the employees' morale, dedication, confidence and
cooperation.  At this crucial stage, the Debtors cannot risk the
substantial damage to their businesses that would inevitably
attend any decline in their employees' morale attributable to
the Debtors' failure to pay the Other Severance Claims and the
Other Reimbursement Claims.

Mr. Basta points out that many of the Former Employees are
having difficulty paying for utility bills, healthcare
insurance, child care support, alimony and other basic
necessities.  Their financial difficulties are further worsened
by the downturn in the telecommunications market, making it
difficult for the Former Employees to find jobs in their areas
of expertise.

Many of the Debtors' current employees believe that the Debtors
are treating the Former Employees unfairly.  The Current
Employees anticipate that this is a precursor to the treatment
that they may expect if the Debtors eventually terminate their
own employment.

Mr. Basta assures the Court that the payment of the Other
Employee Claims will not create an undue burden on the Debtors.
In fact, the aggregate cost to the Debtors of paying the Other
Reimbursement Claims and all the Severance Claims including the
Other Severance Claims will be $5,260,000, which is less than
the $5,580,000 for payment of the Employee Priority Claims
estimated in the Employee Motion and approved by the Court with
no objections. (Global Crossing Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GUILFORD MILLS: Gets Nod to Hire Weil Gotshal as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Guilford Mills, Inc., and its debtor-affiliates'
application to retain Weil Gotshal & Manges LLP as Special
Corporate, Securities, Financing, Tax and Employee Benefits
Counsel.

Weil Gotshal will represent Guilford in general corporate,
securities, financing, tax and employee benefits matters which
are not specifically related to the bankruptcy cases and which
Togut, Segal & Segal LLP, as Debtors bankruptcy counsel, is not
qualified to provide.

Weil Gotshal's services will include:

     a) advising Guilford and assisting the Togut Firm in any
        contemplated sale of assets or business combinations as
        shall arise from time to time, including the negotiation
        of assets, stock purchase, merger or joint venture
        agreements, the evaluation of competing offers, the
        drafting of appropriate corporate documents for the
        proposed sales and counseling the company in the closing
        of such sales;

     d) advising Guilford on matters relating to the
        renegotiation of the business affairs, contract and
        relationships of its affiliates/subsidiaries with
        particular attention to affiliate relationships and
        restructuring of various financing arrangements relating
        to foreign entities and other related advice;
          
     c) advising Guilford in assisting the Togut Firm and
        drafting a disclosure statement accompanying a plan of
        reorganization;

     d) providing non-bankruptcy advice to Guilford with respect
        to its Board of Directors an executive management, and      
        coordination with the Togut Firm on legal matters
        arising in or relating to Guilford's ordinary course of
        business including attendance at senior management
        meetings and meetings with Guilford's financial and
        turnaround advisers and meeting of the Board of
        Directors and regarding such matters as Guilford and the
        Togut Firm deem appropriate under the circumstances;

     e) representing Guilford in any litigation or arbitration      
        matters in which Weil Gotshal has appeared in the past
        and such other matters as shall arise from time to time
        assigned by Guilford to and accepted by Weil Gotshal;

     f) attend meetings with third parties and participate in
        negotiations with respect to these matters; and

     g) perform the full range of services normally associated
        with matters such as those identified as Guilford's
        Special Counsel which the firm is in a position to
        provide in connection with these matters.

Weil Gotshal's current customary hourly rates in its United
States offices are:

          Members and Counsel     $375 - $700
          Associates              $200 - $410
          Paraprofessionals       $ 50 - $175

Guilford Mills, Inc., a worldwide producer and seller of warp
knit, circular knit, flat-woven and woven velour fabric filed
for chapter 11 protection on March 13, 2002. Albert Togut, Esq.,
at Togut, Segal & Segal LLP represent the Debtors in their
restructuring efforts. When the Company filed for protection
from its creditors, it listed $551,064,000 in total assets and
$409,555,000 in total debts.


HEALTH RISK: Court Okays Luminescent as Forensic Consultants
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota gave its
stamp of approval to the Chapter 11 Trustee of Health Risk
Management, Inc., and its debtor-affiliates to hire Michael
Mumford and Luminescent, Inc., as his Forensic Consultant.

Luminescent's professionals will bill for services at their
customary hourly rates:

     Managing Director          $200 per hour
     Technology Consultants     $200 per hour
     Consultants                $125 to $175 per hour
     Paraprofessionals          $75 per hour

The individuals who will work on this engagement are:

     Michael Mumford            Managing Director
     Bob Makowski               Technology Consultant
     Deb Schepers               Technology Consultant
     Steve Hill                 Technology Consultant
     Andrew Resner              Technology Consultant
     Mark Burge                 Technology Consultant
     Stephan Danko              Consultant
     Krista Richardson          Consultant
     Dennis Sackreiter          Consultant
     John Kaul                  Consultant
     David Asselstine           Consultant

Health Risk Management, Inc., and three subsidiaries filed for
Chapter 11 Bankruptcy on August 7, 2001 in the United States
Bankruptcy Court for the District of Minnesota. Through its HRM
Health Plans subsidiary, the company operates one Medicaid HMO
in Philadelphia and central Pennsylvania under the Oaktree and
HealthMate names; this accounts for more than three-quarters of
total sales. The company's 4YourCare unit offers claims
administration and acute care management services to some 85
clients, including employers, unions, insurance firms, managed
care companies, and government agencies.


HYDROGIENE: Shareholders Vote to Install New Board of Directors
---------------------------------------------------------------
A Hydrogiene Corp., (Pinksheets:HICS) corporate spokesperson
stated that the company's newly elected board of directors held
its first meeting addressing a lengthy agenda; first order of
business, to take immediate actions to locate assets of the
company the board believes were removed out of state with the
knowledge and consent of one or more of the former board
members.

According to a company spokesperson, immediate steps will be
taken to bring Hydrogiene back to a current status in its public
company reporting requirements; this will make the company
eligible for re-listing on the Over the Counter Bulletin Board.
Following the takeover in September of 2000 by the ousted board,
the company was de-listed as a result of not filing required
Form 10KSB annual and Form 10QSB quarterly SEC reports.

The company intends to vigorously pursue all required actions to
bring its Theraclenz Personal Hygiene System back to production
and resume sales and marketing activities.


IMPAC SECURED: Fitch Junks Class B-2 Certificates Rating
--------------------------------------------------------
Fitch Ratings downgrades the following residential mortgage-
backed securitization:

IMPAC Secured Assets Corp. Mortgage Pass-Through Certificates,
Series 2000-3, Class B-2 ($1,205,377 outstanding as of July 25,
2002) has been downgraded to 'C' from 'B' Rating Watch Negative.
In addition, Class B-1 ($2,066,361 outstanding as of July 25,
2002) is downgraded to 'B' from 'BB'.

These actions are the result of a review of the level of losses
expected and incurred to date and the current high delinquencies
relative to the applicable credit support levels. As of the July
25, 2002 distribution:

IMPAC Secured Assets Corp., 2000-3 remittance information
indicates that approximately 15.30% of the pool is over 90 days
delinquent, and cumulative losses are $1,576,385 or 0.45% of the
initial pool balance as of the cut-off date. The average monthly
loss since the May 25, 2002 distribution is approximately
$200,000. Classes B-2 and B-1 currently have .22% and .94% of
credit support, respectively.


IMPSAT FIBER: Seeks Approval to Bring-In Deloitte & Touche
----------------------------------------------------------
Impsat Fiber Networks, Inc., asks for authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Deloitte & Touche as its auditors, accountants, tax and
bankruptcy consultants, nunc pro tunc to June 11, 2002, to
provide auditing, accounting and tax and bankruptcy consulting
services.

Specifically, Deloitte will:

     i) Assist the Debtor in its compliance with the financial
        reporting requirements under the Guidelines issued by
        the United States Trustee;

    ii) Advise and assist the Debtor in matters to improve
        operating performance of its working capital management;

   iii) Consult with the Debtor's management in connection with
        financial matters relating to the ongoing activities of
        the Debtor in relation to the bankruptcy proceedings;

    iv) Work on behalf of the Debtor with any accountants and
        other financial consultants for committees and other
        creditor groups;

     v) Provide assistance with the analysis and reconciliation
        of claims;

    vi) Confer with the Debtor on the Debtor's preparation of
        financial projections and submissions to parties-in-
        interest;

   vii) Analyze cash flow information and recommend ways to
        improve cash flow;

  viii) Provide comments on the Debtor's business plan and
        recommend improvements, as appropriate;

    ix) Assist with analyses of potential sales of various
        assets of the Debtor, if any;

     x) Perform an audit and/or quarterly reviews of the
        consolidated financial statements of the Debtor and its
        affiliates and assist in the preparation and review of
        Forms 10-K and 10-Q and other filings as may be required
        by the Securities and Exchange Commission;

    xi) Provide tax services including assistance regarding the
        preparation and review of the Debtor's Federal and State
        tax returns, and provide assistance in connection with
        tax aspects of the reorganization process including
        maximizing preservation of NOL carryforwards, analyzing
        alternative tax elections and other related matters; and

   xii) Assist with such other matters as management or counsel
        to the Debtor may request from time to time, and as
        agreed to by Deloitte.

Deloitte's hourly rates are:

          Level                              Range of Rates
          -----                              --------------
          Partners, Directors & Principals   $450 to $620
          Senior Managers                    $350 to $500
          Managers                           $275 to $460
          Senior Consultants                 $175 to $340
          Consultants                        $125 to $195
          Paraprofessionals                  $ 75

Impsat Fiber, a provider of broadband Internet, data, and voice
services in Latin America, filed for chapter 11 protection on
June 11, 2002. Anthony D. Boccanfuso, Esq., and Michael J.
Canning, Esq.,at Arnold & Porter represent the Debtor in its
restructuring efforts. When the Company filed for protection
from its creditors, it listed $667,189,368 in total assets and
$1,334,732,793 in total debts.


IMSI: Grant Thornton Rethinks Adverse 'Going Concern' Opinion
-------------------------------------------------------------
IMSI(R) (OTC Bulletin Board: IMSI), a leading developer of
visual content, design, and graphics software, announced that
its independent accountants, Grant Thornton LLP, have agreed to
reissue their opinion on IMSI's financial statements for the
fiscal year ended June 30, 2001, without a going concern
qualification.  "Over the past twelve months, the Company has
made substantial progress in restructuring its past due
liabilities, strengthening its operations and obtaining
additional financing.  As a result of these efforts, the
Company's liquidity has improved," stated Gordon Landies,
President of IMSI.  "The removal of the going concern
qualification meets a major goal for IMSI and reflects the
improving strength of our company."

The factors that contributed to IMSI's improved financial
condition are described more specifically in Footnote 14 to the
Company's audited financial statements for the fiscal year ended
June 30, 2001, which were included as an exhibit to a Form 8-K
report filed Tuesday with the Securities and Exchange
Commission.

Founded in 1982, IMSI has established a tradition of providing
the professional and home user with innovative technology and
easy to use, high quality software products at affordable
prices.  The company maintains three business divisions. The
Visual Design division, anchored by IMSI's flagship product,
TurboCAD(R), develops and markets visual content and design
software, such as FloorPlan(R) 3D.  The Graphic Design division
manages the HiJaak(R) line of award-winning products and focuses
on providing state-of-the-art digital content through its IMSI
MasterClips(R) collection and through ArtToday.com, a wholly
owned subsidiary of IMSI.  The Business Applications division
provides businesses and end users with software solutions
through its popular products such as TurboProject(R),
FormTool(R), Flow!(TM), TurboTyping(R) and OrgPlus(R).  This
division also provides ergonomic and keyboard training to
Fortune 1000 companies for worker-related safety, productivity
and ergonomic compliance improvements through Keynomics, a
wholly owned subsidiary of IMSI.

More information about IMSI can be found at
http://www.imsisoft.com


INTEGRATED HEALTH: Stephen Linehan Resigns from Rotech
------------------------------------------------------
Rotech Healthcare Inc., announced that Stephen Linehan has
resigned his employment with the Company.

Mr. Linehan served as President, Chief Executive Officer and a
member of the Board of Directors of the Company.  Mr. Linehan
has agreed that he will continue to provide advice and
assistance to the Company at the Company's request. The Company
also announced that it will not renew Scott Novell's employment
contract when it expires in December 2002.  Mr. Novell is the
Company's Chief Operating Officer.

Wallace Abbott and Guy Sansone will serve as co-Chief Executive
Officers of the Company effective immediately.  Mr. Abbott is
the Chairman of the Company's Board of Directors.  Mr. Sansone
is a Director with the turn-around and interim management firm
of Alvarez and Marsal, which managed the Company until its
emergence from Chapter 11 on March 26, 2002.  Mr. Sansone, who
had an extensive hands-on management role with the Company as an
adviser during its Chapter 11 case, is a member of the Company's
Board of Directors and Chairman of the Audit Committee. He will
also assume the title of President on an interim basis.

Mr. Abbott said, "On behalf of the Company, I would like to
thank Steve for his service. I would also like to express my
confidence in Guy, given the extensive and close experience he
has had working with the Company. We are fortunate to have a
Board member with his expertise who can step into this role and
participate in the management of the Company during this
transition period."

The Company has hired the executive search firm of Spencer
Stuart to assist in identifying a new chief executive officer.

The Company and the Board wish to emphasize that they have no
reason to believe that either Mr. Linehan or Mr. Novell
participated in the improprieties discussed in the Company's
press release dated July 3, 2002 and Mr. Linehan's departure and
the non-renewal of Mr. Novell's contract should not be
interpreted as suggesting otherwise. Additionally, as disclosed
on August 13, 2002, the Company intends to make prompt
disclosure of material developments relating to the Company's
investigation of reported fraudulent Veterans' Administration
bulk sales and receivables. No new material developments have
occurred that have not already been disclosed as of the date of
this news release.

Rotech Healthcare Inc., is a leading provider of home
respiratory care and durable medical equipment and services to
patients with breathing disorders such as chronic obstructive
pulmonary diseases. The Company provides its equipment and
services in 47 states through over 600 operating centers,
located principally in non-urban markets. Rotech's local
operating centers ensure that patients receive individualized
care, while its nationwide coverage allows the Company
to benefit from significant operating efficiencies. In 2001 the
Company had revenues in excess of $600 million.


INTRUSION INC: Falls Below Nasdaq Continued Listing Standards
-------------------------------------------------------------
Intrusion Inc. (Nasdaq:INTZ), has received notification from the
NASDAQ Stock Market, Inc., indicating that the Company failed to
comply with the minimum bid price requirements for continued
listing set forth in Marketplace Rule 4450(a)(5), and that its
securities are, therefore, subject to delisting from The Nasdaq
National Market.

The letter states that the Company will have until November 11,
2002 to regain compliance. If the bid price of the Company's
common stock closes at $1.00 per share or more for a minimum of
10 consecutive trading days prior to November 11, 2002, the
Nasdaq staff will provide written notification that the Company
is in compliance.

If the Company is unable to regain compliance prior to November
11, 2002, it may apply for listing on The Nasdaq SmallCap
Market, which, if approved, makes available a 180 calendar day
SmallCap Market grace period, or until February 10, 2003 to
regain compliance. The Company will also then be eligible for an
additional 180 calendar day grace period, or until August 7,
2003 to demonstrate compliance provided that it meets additional
Nasdaq listing criteria for the SmallCap Market. Furthermore,
the Company may be eligible to transfer back to The Nasdaq
National Market if, by August 7, 2003, its bid price maintains
the $1.00 per share requirement for 30 consecutive trading days
and it has maintained compliance with all other continued
listing requirements.

Intrusion Inc., is a leading global provider of enterprise
security solutions for the information-driven economy.
Intrusion's suite of security products help businesses protect
critical information assets by quickly detecting, analyzing and
responding to network- and host-based attacks. The Company's
products include intrusion detection and vulnerability
assessment systems, and modular, scalable security appliances
for Check Point Software Technologies' market-leading
VPN-1(R)/FireWall-1(R). For more information, please visit
http://www.intrusion.com


KAISER ALUMINUM: Court Okays Small Claims Settlement Procedures
---------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court to settle, in their
sole discretion, and pay certain claims and controversies
arising in the ordinary course of the Debtors' businesses
without further court approval.  The Court, likewise, approved
the Debtors' proposed Settlement Procedures to settle these
actions in a cost-effective and streamlined manner.

These actions fall within the following categories:

A. Disputes with customers, vendors or other third parties
   involving breach of contract and related tort and other
   claims;

B. Disputes with current and former employees involving terms
   and conditions of employment, including grievances and
   arbitration awards under collective bargaining agreements;
   and,

C. Claims (excluding asbestos claims) brought by customers or
   other third parties seeking damages for personal injury or
   property loss allegedly caused by or in connection with the
   tortuous acts of the Debtors' employees or other agents, the
   condition of the Debtors' premises or the services provided
   or products sold by the Debtors.

Pursuant to the Settlement Procedures, the Debtors are
authorized in the settlement of any action to agree to:

A. In the instance of an action against one or more of the
   Debtors:

   a. if the action is covered by the Debtors' insurance
      policies, permit the party or parties to recover the
      settlement amount from available insurance proceeds;

   b. the allowance of a general unsecured claim against the
      applicable Debtor or Debtors;

   c. make an Authorized Payment upon the parties' entry into
      the settlement; or,

   d. a combination of these settlements;

B. In the instance of an action by one or more of the Debtors
   against a third party, accept one or more payments after the
   parties' entry into the settlement.

The total settlement amount for the action and the amount of any
Authorized Payment will be within the sole discretion of the
Debtors.   This is excepting that, in an action against one or
more of the Debtors, including actions based on claims covered
by insurance:

A. The Settlement Amount as it pertains to claims against one or
   more of the Debtors may not exceed $100,000; and,

B. The amount of any Authorized Payment may not exceed $50,000;

In addition to the limitations per action imposed by these
Settlement Authorities, the aggregate amount of Authorized
Payments under the Settlement Procedures will be limited to a
maximum of $3,000,000.  

The Settlement Procedures further provides that:

A. For each settlement entered into in accordance with the
   Settlement Procedures, the Debtors will be authorized,
   without further notice or Court approval, to take all actions
   as are necessary or appropriate to effectuate the settlement
   and, if the settlement contemplates the payment of an
   Authorized Payment, to make the Authorized Payment, in full
   in cash, upon the consummation of the settlement.

B. The Settlement Procedures will not apply to any compromise
   and settlement of an action that involves an "insider," as
   that term is defined in Section 101(31) of the Bankruptcy
   Code.

C. Within 30 days after the end of each calendar quarter, the
   Debtors will prepare a Settlement Report itemizing each
   settlement consummated pursuant to the Settlement Procedures
   during the prior calendar quarter.  The Settlement Report
   will set forth for each settlement:

   a. the names of the settling parties;

   b. whether the Action was by or against the applicable Debtor
      or Debtors;

   c. the Settlement Amount;

   d. the general unsecured claim, if any, allowed in connection
      with the settlement; and,

   e. the Authorized Payment, if any, made in connection with
      the settlement.

D. The Debtors will serve each Settlement Report to:

    a. the U.S. Trustee;
    b. counsel to the Creditors' Committee;
    c. counsel to the Asbestos Committee; and,
    d. counsel to the Debtors' postpetition lenders.
(Kaiser Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


MANDALAY PICTURES: Ernst & Young Airs Going Concern Doubts
----------------------------------------------------------
Auditors in Ernst & Young LLP's Los Angeles express substantial
doubt about Mandalay Pictures, LLC's ability to continue as a
going concern, observing that the Company has incurred recurring
operating losses and requires additional financing in order to
produce future films.  Additionally, the Company has not
successfully negotiated distribution arrangements for future
films.

At March 31, 2002, Mandalay's balance sheet shows $121,531,890
in assets and $103,871,798 in liabilities.  For the year ending
March 31, 2002, Mandalay's financial statements reflect a $7
million loss on $80 million of revenue.

E&Y explains that Mandalay's ability to continue as a going
concern is dependent upon its ability to produce and distribute
films. As of March 31, 2002, the Company has arranged financing
and distribution for two films that are currently in production.  
However, the Company has incurred recurring operating losses,
and has not arranged financing for production of any future
films.  In addition, although distribution arrangements are
in place for films currently in production, the Company's
current distribution arrangements have been terminated or have
expired and the Company has not successfully negotiated other
distribution arrangements for future films. If the Company
cannot produce future films, the Company will not be able to
continue as a going concern.  Mandalay Management tells E&Y
that it is actively pursuing other film financing and
distribution options.

Mandalay is 45% owned by Lions Gate Entertainment Corp. and 55%
owned by Tigerstripes Inc. (a corporation owned by Peter Guber,
Paul Schaeffer and Adam Platnick).  Mandalay's LLC Operating
Agreement provides that LG Pictures, Inc. shares in 100% of
Mandalay's losses and 100% of its earning until LG Pictures,
Inc. recovers its original $50,000,000 investment.  Thereafter,
Tigerstripes and LG Pictures are entitled to their 55% and 45%
split of Mandalay's earnings.

In November 2001, Mandalay and Lions Gate entered into an
agreement to reorganize Mandalay. Pursuant to the Reorganization
Agreement, certain restrictions were placed on the amounts
Mandalay can spend for overhead and development expenses. In
addition, the Reorganization Agreement modified the employment
agreements of certain executives of Mandalay (see Note 6) and
provided for returns of capital to Lions Gate under certain
circumstances. As security for the payment of all amounts owed
to Lions Gate provided for in the Reorganization Agreement,
Mandalay agreed to grant to Lions Gate a security interest in
all of its assets, including its films and all proceeds from the
production or exploitation thereof. During the year ended March
31, 2002, Mandalay returned capital of $5,362,000 to Lions Gate
pursuant to the Reorganization Agreement. The Reorganization
Agreement also provides that under certain circumstances (as
specified in the Reorganization Agreement), Lions Gate will have
the right to terminate the Reorganization Agreement and wind
down the operations of Mandalay at December 31, 2003.


MARTIN INDUSTRIES: Pursuing Strategic Fund-Raising Alternatives
---------------------------------------------------------------
Due to Martin Industries' current financial condition, the
Company's officers have been aggressively pursuing strategic
options for the Company, including seeking additional financing
and a sale of all or part of the Company. As a result, the
Company's officers have not been able to devote the time
necessary to complete and file with the SEC the Company's
Quarterly Report for the 13-week period ended June 29, 2002, on
or before August 13, 2002, without unreasonable effort or
expense. The Company expects to file its Quarterly Report for
the 13-week period ended June 29, 2002, within five days of the
prescribed due date.

The Company will report a net loss of $1,683,000 for the 13-week
period ended June 29, 2002, compared to a net loss of $3,113,000
for the 13-week period ended June 30, 2001.

Net sales, defined as gross sales less deductions for cash
discounts and royalties paid by the Company, in the 13-week
period ended June 29, 2002, decreased $1.4 million, or 14.6%, to
$8.2 million from $9.6 million in the comparable period ended
June 30, 2001.

Gross profit in the second quarter of 2002 was $375,000 as
compared to a gross loss of $147,000 in the second quarter of
2001, an increase of $522,000. Gross margin, defined as gross
sales less production costs, improved from $3,044,000 in the
second quarter of 2001 to $3,080,000 in the second quarter of
2002.

Selling expenses in the second quarter of 2002 decreased to
$889,000 from $1.5 million in the second quarter of 2001, a
decrease of $568,000, or 38%. Selling expenses as a percentage
of net sales decreased to 10.8% in the second quarter of 2002
from 17.7% in the second quarter of 2001.

General and administrative expenses in the second quarter of
2002 decreased to $971,000 from $1,474,000 in the second quarter
of 2001, a decrease of $503,000, or 34.1%.


METALS USA: Court OKs Uniform Customer Setoff Protocol
------------------------------------------------------
Metals USA, Inc., and its debtor-affiliates obtained Court
approval of its proposed uniform procedures allowing their
customers to setoff prepetition amounts due to them by the
Debtors against prepetition amounts they owe to the Debtors.

The elements of a setoff include:

    a. the Debtor must owe a debt to the creditor which arose
       prior to commencement of the action;

    b. the Debtor must have a claim against the creditor which
       arose prior to the commencement of the action; and

    c. the debt and claim must be mutual.

The Debtors established this procedure for setoff:

1. Any customer interested in using the setoff procedure shall
    provide the Debtors with all information in writing,
    including invoices, contracts, etc., evidencing their right
    to a setoff;

2. The Debtors shall review the information provided by the
    customer and determine whether and to what extent a customer
    has a valid right to setoff;

3. Once the Debtors and customer agree on the validity and
    amounts of the proposed setoffs, they shall enter into a
    Stipulation and Agreed Order Authorizing Setoff and Payment
    of Claims, substantially in its standard form, which will
    require the customer to pay the net receivable promptly, or
    else pay a penalty;

4. The Setoff Stipulation will:

    a. fix the amount owed to the relevant Debtor relating to
       the pre-petition period;

    b. fix the creditor's pre-petition claim amount against
       the relevant Debtor;

    c. permit setoff pursuant to Sections 553, 362 and 105;

    d. fix the remaining net amount owed to (or claimed against)
       the relevant Debtor;

    e. require prompt payment, within 10 business days, of net
       amounts owed to the relevant Debtor; and

    f. act as a resolution or withdrawal of any proof of claim
       filed by the creditor to the extent of the claimed
       setoff. The Debtors will provide the Creditors'
       Committee's counsel and the Bank Group's counsel with 10
       business days negative notice via electronic mail prior
       to any Setoff Stipulation filing. (Metals USA Bankruptcy
       News, Issue No. 17; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


METRETEK TECHNOLOGIES: Fails to Maintain Nasdaq Requirements
------------------------------------------------------------
Metretek Technologies, Inc., (Nasdaq:MTEK) received a Nasdaq
Staff Determination letter on August 14, 2002, indicating that
the Company was not in compliance with the $1.00 minimum bid
price requirement for continued listing on the Nasdaq SmallCap
Market, set forth in Marketplace Rule 4310(C)(8)(D), and that
the Company was not eligible for an additional grace period
because it did not meet the $5 million stockholders' equity
requirement under Marketplace Rule 4310(C)(2)(A).

The Staff Determination letter informed the Company that, due to
such non-compliance, the Company's common stock was subject to
delisting from the Nasdaq SmallCap Market. The Company has
requested a hearing before a Nasdaq Listing Qualifications Panel
to review the Staff Determination. The Company has been advised
by Nasdaq that the hearing request will stay the delisting
pending the outcome of the hearing, the date of which has not
yet been set. There can be no assurance that the Panel will
grant the Company's request for continued listing. If the Panel
upholds the Staff Determination, the Company's common stock will
be delisted from the Nasdaq Small Cap Market. If the common
stock is delisted, it is expected to be traded on the Over-the-
Counter Bulletin Board.

Metretek Technologies, Inc., through its subsidiaries --
PowerSecure, Inc.; Metretek, Incorporated; and Southern Flow
Companies, Inc. -- is a diversified provider of energy
technology products, services and data management systems to
industrial and commercial users and suppliers of natural gas and
electricity.


METROCALL: Del. Court Sets Confirmation Hearing for September 12
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Metrocall, Inc., and its debtor-affiliates' Disclosure Statement
as having providing "adequate information" within the meaning of
11 U.S.C. Section 1125(a)(1).

The Court will hold a Confirmation Hearing to confirm the
Debtors' Joint Plan of Reorganization and a hearing on the
proposed assumptions, assignments/rejections of executory
contracts and unexpired leases on September 12, 2002.  The
Hearing will commence at 3:00 p.m., Eastern Time before the
Honorable Ronald Barliant in Courtroom 2B in The J. Caleb Boggs
Federal Building, 844 King Street, Wilmington, Delaware 19801.

Many subscriber contracts with Metrocall, Inc. are to be assumed
by Metrocall, Inc and assigned to reorganized McCaw
Communications, Inc.  All subscriber contracts with any of the
other Debtors shall be assumed by operation of law by
reorganized McCaw Communications, Inc. under the Plan if no
objections are filed by September 5, 2002.  All objections must
be in by 4:00 p.m. on the Objections Deadline, filed with the
Clerk Court with a copy to:

     a) Metrocall, Inc.
        6677 Richmond Highway
        Alexandria, Virginia 22306
        Attn: Vince D. Kelly, Chief Financial Office

     b) Counsel to the Debtors

        Schulte Roth & Zabel, LLP
        919 Third Avenue, New York, NY 10022
        Attn: Jeffrey S. Sabin
          
                    and

        Pachulski Stang Ziehl Young & Jones, PC
        919 North Market Street
        16th Floor, Wilmington, Delaware 19899-8705
        Attn: Laura Davis Jones
     
     c) Counsel for the Secured Lenders

        Mayer Brown Rowe & Maw
        1675 Broadway, New York, NY 10019
        Attn: Ken Noble
        190 South LaSalle Street
        Chicago, Illinois 60603-3441
        Attn: Robert J. Stoll

                    and

        Klehr, Harrison, Harvey, Branzburg & Ellers, LLP
        919 N. Market Street, Suite 1000
        Wilmington, Delaware 19801
        Attn: Steven Kortanek

     e) Wachtell Lipton Rose & Katz
        Counsel to the Committee
        51 West 52nd Street, New York
        New York 10019
        Attn: Richard Mason

                    and

        Richards, Layton & Finger, PA
        One Rodney Square
        PO Box 551, Wilmington, Delaware 1+899-0551
        Attn: Mark Collins, Esq.

     f) the Office of the Unites States Trustee
        844 King Street, Suite 2313
        Wilmington, Delaware 19801
        Attn: Joseph J. McMahon Jr.

Metrocall, Inc., is a nationwide provider of one-way and two-way
paging and advanced wireless data and messaging services. The
Company filed for chapter 11 protection on June 3, 2002. Laura
Davis Jones, Esq., at Pachulski Stang Ziehl Young & Jones
represents the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed
$189,297,000 in total assets and $936,980,000 in total debts.

Metrocall Inc.'s 10.375% bonds due 2007 (MCLL07USR2),
DebtTraders reports, are trading at 4 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MCLL07USR2
for real-time bond pricing.


NII HOLDINGS: Committee Turns to Crossroads for Financial Advice
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases involving NII Holdings Inc., asks for
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Crossroads LLC as its Financial Advisors.

The Committee tells the Court that they need a financial advisor
urgently to assist it in the critical tasks associated with
analyzing the Debtors' pre-negotiated plan or reorganization and
evaluating other critical restructuring alternatives which may
be available to maximize the recovery to unsecured creditors.

Crossroads is expected to:

     i) advise the Official Committee of capital restructuring
        and financing alternatives available to the Debtors,
        including evaluating the Debtors' pre-negotiated plan of           
        reorganization and other specific courses of action that
        may be proposed and assist the Official Committee with
        the review of all alternative structures to maximize
        value for unsecured creditors;

    ii) assist the Official Committee in its discussions with
        the Ad Hoc Bondholders Committee, Nextel Communications,
        Inc. and Motorola, Inc. and other interested parties
        regarding the Debtors' operations, prospects and
        potential reorganization and restructuring alternatives;

   iii) assist the Official Committee in valuing the Debtors'
        business operations as well as the Debtors' assets on a
        liquidation basis;

    iv) provide expert advice and testimony, if necessary,
        relating to financial matters which arise during the
        pendency of these cases, including the feasibility of
        any plan or transaction and the valuation of any
        securities issued in connection with such a plan or
        transaction;

     v) advise the Official Committee as to potential merger or
        acquisition opportunities, and the sale or other
        disposition of any or all of the Debtors' assets or
        businesses;

    vi) prepare proposals and counter proposals to the Debtors,
        the Ad Hoc Committee, NCI, Motorola and any other
        parties-in-interest in connection with any plan or plans
        of reorganization or any other transaction;

   vii) assist the Official Committee with presentations
        regarding any plan of reorganization or other potential
        transactions and other related issues; and

  viii) render such other restructuring services as mutually
        agreed upon by Crossroads and the Official Committee.

Crossroads will bill for services at its customary hourly rates:

          Principals              $495 to $550 per hour
          Managing Directors      $430 to $495 per hour
          Directors               $350 to $425 per hour
          Senior Consultants      $300 to $350 per hour
          Consultants             $190 to $295 per hour
          Associate/Accountants   $150 to $185 per hour
          Administrators          $110 per hour

The Committee maintains that Crossroads is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

NII Holdings, Inc., along with its wholly-owned non-debtor
subsidiaries, provides wireless communication services targeted
at meeting the needs of business customers in selected
international markets, including Mexico, Brazil, Argentina and
Peru. The Company filed for chapter 11 bankruptcy protection on
May 24, 2002. Daniel J. DeFranceschi, Esq., Michael Joseph
Merchant, Esq. and Paul Noble Heath, Esq., at Richards, Layton &
Finger represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $1,244,420,000 in total assets and $3,266,570,000 in
total debts.


NTL INC: Committee Gets Nod to Bring-In Cadwalader as Attorneys
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases involving NTL Incorporated and its debtor
affiliates sought and obtained approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ
Cadwalader, Wickersham, & Taft as its attorneys.

Cadwalader's services will focus primarily on English law
issues.  Those services are essential because substantially all
of the Debtors' assets are located in the United Kingdom and
Europe, and the majority of the Debtors' debt agreements are
governed by English law, the Committee explains.

Cadwalader will:

     a) provide legal advice with respect to the Committee's
        rights and interests in the review and negotiation of
        any plan of reorganization and related corporate
        documents;

     b) respond on behalf of the Committee to any and all
        applications, motions, answers, orders, reports and
        other pleadings in connection with the administration of
        the estates in this case; and

     c) perform any other legal services requested by the
        Committee in connection with this chapter 11 case and
        the confirmation and implementation of a plan of
        reorganization, in the Debtors' chapter 11 cases.

Cadwalader's current hourly rates are:

          Partners                $460 - $795 per hour
          Associates              $205 - $525 per hour
          Legal Assistants        $120 - $195 per hour

NTL is the largest cable television operator and a leading
provider of business and broadcast services in the UK, and the
owner of 100% of Cablecom in Switzerland and Cablelink in
Ireland. Kayalyn A. Marafioti, Esq., Jay M. Goffman, Esq., and
Lawrence V. Gelber, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP represent the Debtors in their U.S. Bankruptcy
proceedings and Jeremy M. Walsh, Esq., at Travers Smith
Braithwaite serves as U.K. Counsel. At December 31, 2001, the
Company's books and records reflected, on a GAAP basis,
$16,834,200,000 in total assets and $23,377,600,000 in
liabilities.


NATIONAL STEEL: Seeks Okay to Assume Insurance Deal with ACE-INA
----------------------------------------------------------------
National Steel Corporation and its debtor-affiliates want to
assume a Coverage In-Place Insurance Agreement with ACE-INA so
that the $12,800,000 coverage available under the Agreement may
be used for the current and future environmental clean-up costs
at the Donner Hanna coke plant. ACE-INA is the successor to the
Cigna Companies.

David N. Missner, Esq., at Piper Marbury Rudnick & Wolfe, in
Chicago, Illinois, submits that National Steel and several of
its subsidiaries, including Hanna, entered into a coverage-in-
place settlement agreement with various ACE companies regarding
insurance coverage for certain environmental liabilities.
According to Mr. Missner, the Agreement has resolved a coverage
lawsuit that had been pending prior to the Petition Date before
the Circuit Court for Hancock County, West Virginia.

Mr. Missner explains that the Agreement provides for shared
payment of certain environmental defense and indemnity costs,
with ACE-INA reimbursing the Debtors for 43% of the first
$20,000,000 in covered costs and 25% of the next $20,000,000.
The Agreement covers specified locations, including the Site,
and there is nearly $12,800,000 available under the Agreement
for future claims of the Debtors, including those for the Site.
However, it does not require the Debtors to pay any fees or
premiums to ACE-INA in connection with the coverage.

Under the Agreement, the Debtors will defend covered claims,
with counsel of their choice, and periodically submit demands
for reimbursement of defense or indemnity costs to ACE-INA with
periodic status reports.  The Agreement however, requires the
Debtors to indemnify and defend ACE-INA against any direct
claims by third parties related to the covered sites, including
the Site.  To date, Mr. Missner says, no claim has ever been
asserted and there have been no demands for indemnification by
ACE-INA.

Mr. Missner asserts that, by assuming the Agreement, the
Debtors' out-of-pocket payment under the Consent Order will be
reduced to $4,417,500 and the Debtors will still have $8,400,000
of availability under the Agreement. (National Steel Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


NATIONSRENT: Asks Court to Approve D. Clark Ogle's Employment
-------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates seek the Court's
authority to employ D. Clark Ogle as their new Chief Executive
Officer in accordance with the terms of an Employment Agreement.  
Mr. Ogle began reporting for work on August 19, 2002.

Mr. Ogle brings with him 30 years of management and advisory
experience.  Mr. Ogle is credited with at least five similar
successful turnarounds, with Johnston Industries Inc. as the
most recent.  Under Mr. Ogle's leadership as President and CEO,
Johnston successfully liquidated non-productive assets, divested
non-core operating units and reduced its debt from $160,000,000
to $80,000,000.  Mr. Ogle orchestrated the $300,000,000 sale of
the company to a private investor group.

Prior to that time, Mr. Ogle served as Managing Director of
National Strategic and Operational Improvement Consulting for
KPMG Peat Marwick, LLP.  From April 1987 to October 1996, Mr.
Ogle served as CEO for a number of companies including Victory
Markets, Inc., Teamsports, Inc., WSR Corporation, Consumer
Markets, Inc., and Peter J. Schmitt Co., Inc.  Mr. Ogle was
Executive Vice President and Chief Operating Officer, then
President and Chief Executive Officer, of Scrivner, Inc. for
more than five years prior to that time.

Consequently, the Debtors believe that Mr. Ogle's experience
will be significant in helping them implement and refine their
business plan.  Mr. Ogle will also play an important part in the
continued negotiation and ultimate confirmation of the Debtors'
reorganization plan.

"The employment of a Chief Executive Office will help provide
guidance and stability to the Debtors at a time when these needs
are critical," Daniel J. DeFranceschi, Esq., at Richards,
Layton, & Finger, P.A., in Wilmington, Delaware, says.  The
selection of Mr. Ogle as CEO satisfies the CEO covenant under
the DIP Revolving Credit Agreement.

The terms of Mr. Ogle's employment include:

A. Duties:  The Executive will have the responsibility of
   managing and implementing the Debtors' restructuring
   initiatives, in addition to his normal duties and
   responsibilities.  However, the Executive will obtain prior
   Board approval for all matters outside the ordinary course of
   business, like:

    (a) material changes to the Debtors' business plan or
        proposed reorganization plan; and

    (b) changes in the Debtors' executive management or its
        restructuring advisors.

   The Executive will also confirm the designation and amount
   of all key employee retention bonuses previously granted by
   the Debtors within 30 days of the August 19, 2002 Start Date;

B. Compensation and Benefits:

   (a) Base Salary:  $600,000 per annum;

   (b) Emergence Bonus:  A one-time bonus equal to 100% of the
       Executive's Base Salary, upon the occurrence of the
       Emergence Date;

   (c) Performance Bonus:  The Executive will participate in the
       senior management incentive compensation plan for the
       fiscal year ended December 31, 2002 as well as any senior
       management incentive compensation plan developed by the
       Debtors and the Board for any other fiscal year during
       the Employment Period; and

   (d) Benefits:  The Executive is also entitled to those
       benefits for which senior executives of the Debtors are
       generally eligible pursuant to the Debtors' policies as
       in effect from time to time including coverage under
       Director & Officer Insurance.  Presently, Mr. Ogle is
       covered by an unrelated Third Party Health Plan and will
       not elect to be covered by the Debtors' health benefits
       plan.  If Mr. Ogle terminates the current Third Party
       Health Plan, he may immediately elect coverage and
       participate in all health benefits plan maintained by the
       Debtors; and

   (e) Reimbursement of reasonable out-of-pocket expense;

C. Termination of Employment Period:  The Employment Period may
   be terminated by the Debtors at any time for any reason.  The
   Employment Period will also terminate immediately upon the
   Executive's resignation, death, or mental or physical
   disability or incapacity -- as determined by the Board in its
   good faith judgment -- that prevents the Executive from
   performing a substantial portion of his duties for a period
   exceeding 60 consecutive days or 100 days in any 12-month
   period;

D. Severance Benefits:

   (a) Subject to his completion of all eligibility
       requirements, if the Executive suffers an Employment Loss
       during the Employment Period, Mr. Ogle will be entitled
       to receive:

       (1) a lump-sum payment equal twice his Executive's annual
           Base Salary which is payable on 1st business day
           after the expiration of the seven-day revocation
           period;

       (2) the ability to elect coverage and participate in the
           Debtors' health benefits plan for a period from the
           loss of coverage under the Third Party Health Plan
           and ending two years after the Employment Loss Date;

       (3) a one-time Emergence Bonus if the Emergence Date
           occurs within 180 days after the date of the
           Executive's Employment Loss;

       (4) continuation of his coverage under the Debtors' D&O
           Insurance policy, or the Debtors will provide him
           with similar coverage, until the 3rd anniversary
           of the date of Employment Loss; and

       (5) payment of any accrued unpaid Base Salary and any
           accrued unused vacation through the date of his
           Employment Loss;

   (b) To receive the Severance Benefits, the Executive must
       have executed and delivered to the Debtors the General
       Release, which includes the resignation of the Executive
       from all positions as a director or officer of the
       Debtors.  If the Executive fails or refuses to execute
       the General Release, or revokes the General Release prior
       to the expiration of the seven-day revocation period, the
       Executive will not be entitled to receive the Severance
       Benefits;

   (c) the Executive will not be required to mitigate the amount
       of the Severance Benefits by seeking other employment or
       otherwise, nor will the amount be reduced by any
       compensation received from other employment;

   (d) If the Executive dies after he suffers an Employment Loss
       but before he receives payment of the Severance Benefits,
       the Debtors will pay the benefits to his estate;

   (e) the Executive will automatically forfeit any and all
       rights to any and all Severance Benefits as well as other
       benefits under this Agreement, other than the payment of
       accrued unpaid Base Salary and accrued unused vacation
       through the date of termination of his employment, if,
       before the Due Date:

       (1) the Executive's employment is terminated with Cause;

       (2) the Executive voluntarily resigns without Good
           Reason; and

       (3) the Executive is part of a Group that is formed for
           the purpose of consummating a Management Buyout and
           that Management Buyout is consummated;

E. Confidential Information:  The Executive will not disclose
   any Confidential Information he obtains while working with
   the Debtors and its subsidiaries without the prior written
   consent of the Board.  If the Executive is legally compelled
   to disclose Confidential Information, he will provide the
   Debtors with prompt written notice thereof so that the
   Debtors may seek a protective order or other or waive
   compliance with the provisions of this Agreement;

F. Non-Compete, Non-Solicitation:

   (a) the Executive agrees that, during the term of his
       employment plus a period of two years following the date
       of termination of his employment, he will not directly or
       indirectly own any interest in, manage, control,
       participate in, consult with, render services for, or in
       any manner engage in any business competing with the
       businesses of the Debtors or its subsidiaries in the
       United States.  However, the Executive is not prohibited
       from being a passive owner of not more than 2% of the
       outstanding stock of any class of a corporation that is
       publicly traded, so long as he has no active
       participation in the business of that corporation;

   (b) During the Non-compete Period, the Executive will not
       directly or indirectly through another person or entity:

        (1) induce or attempt to induce any employee of the
            Debtors or any subsidiary to leave the employ of the
            Debtors or that subsidiary; or

        (2) induce or attempt to induce any customer, supplier,
            licensee, licensor, franchisee, or other business
            relation of the Debtors or any subsidiary to cease
            doing business with the Debtors or that subsidiary;
            and

G. Emergence Date:  The earliest to occur of:

   (a) the effective date of a confirmed Plan;

   (b) the date of consummation of the sale of substantially all
       of the Debtors' assets;

   (c) the date that the Debtors is merged, consolidated, or
       reorganized into or with another entity; or

   (d) the date of consummation of a change in control
       transaction. (NationsRent Bankruptcy News, Issue No. 17;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)

NationsRent Inc.'s 10.375% bonds due 2008 (NRNT08USR1),
DebtTraders reports, are trading at a penny to the dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NRNT08USR1
for real-time bond pricing.


NEOFORMA INC: Fails to Comply with Nasdaq Listing Guidelines
------------------------------------------------------------
Neoforma, Inc., (Nasdaq: NEOF) was notified by the Nasdaq
Listing Qualifications Department that it is not in compliance
with requirements set forth in NASD Marketplace Rule 4310(C)(14)
by not filing its Form 10-Q for the period ended June 30, 2002,
and that its common stock is, therefore, subject to delisting
from The Nasdaq Stock Market, Inc.  NASD Marketplace Rule
4310(C)(14) requires that Nasdaq issuers timely file their
periodic reports in compliance with the reporting obligations
under the federal securities laws.

Neoforma's inability to file its second quarterly report is the
only continued listing deficiency alleged by the Staff. The
filing of the Company's quarterly report has been delayed due to
the Company's having sought consultation with the Securities and
Exchange Commission regarding the application of the most
appropriate treatment of two accounting matters relating to
shares issued to strategic partners, as previously announced. In
accordance with the conclusions of those consultations, the
Company will restate its financial results for the first quarter
of 2002 and expects to file its amended first quarter Form 10-Q
and second quarter Form 10-Q within the next two weeks. As
previously disclosed, the restatement will have no impact on
Neoforma's historical or ongoing operating income, net income,
earnings per share, EBITDA or cash flow. To the best of the
Company's knowledge, there are no other deficiencies,
qualitative or quantitative, that would prevent the Company's
securities from continued listing on Nasdaq. It is the Company's
understanding that its filing of the subject quarterly report
with the SEC will cure the only outstanding Nasdaq continued
listing deficiency and will allow the Company's securities to
remain listed on Nasdaq.

At the opening of business on August 19, 2002, Neoforma's
trading symbol, "NEOF," will be amended to include the fifth
character "E" to denote the Company's filing delinquency.
Neoforma intends to request an appeal hearing before a Nasdaq
Listing Qualifications Panel (the Panel) to review the Staff
determination in accordance with NASD Marketplace Rule 4820(a).
The time and place of such a hearing will be determined by the
Panel. Pursuant to the same NASD Marketplace Rule 4820(a), a
request for a hearing will stay the scheduled delisting of
Neoforma's securities pending the Panel's determination. Were
the Company not to request an appeal hearing before the Panel to
review the Staff's determination, its securities would be
delisted from Nasdaq at the open of business on August 22, 2002.

Neoforma was recently named as one of Healthcare Informatics'
top 100 healthcare information technology companies of 2001.
Neoforma builds and operates Internet marketplaces that empower
healthcare trading partners to optimize supply chain
performance. Neoforma uses proven, scalable technologies to
provide customized marketplace solutions and services that
enable customers to maximize their existing technology and
supply chain relationships. Healthcare providers, leading group
purchasing organizations, manufacturers and distributors choose
Neoforma as their e-commerce partner. For more information,
visit the company's Web site at http://www.neoforma.com


NSTORE TECH: Has Until June 30, 2003 to Meet AMEX Requirements
--------------------------------------------------------------
nStor Technologies (Amex: NSO), an innovative provider of Fibre
Channel and SCSI information storage systems, received an
extension to regain compliance with the American Stock Exchange.

On August 13, 2002, the American Stock Exchange notified nStor
Technologies that it accepted nStor's plan to regain compliance
with certain of the American Stock Exchange's continued listing
standards related to minimum shareholders' equity and
previously-sustained net losses.  nStor had received notice from
the American Stock Exchange on May 28, 2002, indicating that it
was below certain of these standards and, on June 26, 2002,
nStor submitted a plan and supporting documentation to
demonstrate its ability to regain compliance.  nStor was granted
an extension through June 30, 2003 within which to regain
compliance, subject to periodic review by the American Stock
Exchange Staff.  Failure to make progress consistent with the
submitted plan or to regain compliance with the continued
listing standards by the end of the extension period could
result in the company being de-listed from the American Stock
Exchange.  nStor believes that it will be successful in
regaining compliance with the American Stock Exchange's
continued listing standards.

Headquartered in San Diego, California, nStor Technologies,
Inc., operates in two business segments:

nStor Corporation, Inc., designs, develops and manufactures
attached and SAN-ready data storage enclosures and storage
management software used in storage solutions for open systems
computing operations that include Windows NT, Windows 2000,
Unix, Macintosh and Linux platforms.  nStor markets its products
through a direct sales force and a global network of reseller
and OEM partners.  Additional information can be found by
visiting nStor's Web site at http://www.nstor.com  

Stonehouse Technologies, Inc., is a provider of
telecommunication software and services that help large
enterprises mange their communications expenses, assets and
processes.  These solutions include a suite of modular
applications and consulting services, which allow enterprises to
manage voice, data and wireless services by providing a
systematic approach to automate order processing, monitor
expenses, manage vendor invoices, track asset inventory and
allocate costs.  Additional information can be found by visiting
Stonehouse's Web site at http://www.stonehouse.com  


ONTRO INC: Initiates Measures to Allay Nasdaq Listing Concerns
--------------------------------------------------------------
Ontro, Inc., (Nasdaq: ONTR) a California developer of the
patented technology for producing fully contained, self-heating
containers, announced that Mir Saied Kashani has resigned his
position as a Company director.  Mr. Kashani was appointed to
the Board of Directors of the Company in May 2001, and is the
U.S. agent for Ontro's largest shareholder, Aura (Pvt.) Ltd.

The Company recently announced that the Nasdaq Listing
Investigations Department has raised concerns over certain
persons allegedly affiliated with Aura.  Based on those
concerns, the Staff invoked its broad discretionary authority
under the National Association of Securities Dealers, Inc.
("NASD") Marketplace Rules 4300 and 4330 to de-list the
Company's securities from the Nasdaq SmallCap Market.  NASD Rule
4820(a) allows the Company to request an oral hearing before the
Nasdaq Listing Qualifications Panel to appeal the Staff's
determination.  In accordance with this Rule, Ontro requested an
oral hearing before the Panel and has been granted a hearing
date set for September 12, 2002.

James A. Scudder, President and CEO stated, "Ontro will appeal
the Staff's decision while we work diligently with new funding
sources to remove Aura from Ontro.  Our goal is to present a
plan of compliance to allay the Staff's concerns."

If the Panel does not grant the relief that the Company will
request at the oral hearing, the Company's securities could be
de-listed from the Nasdaq without further notice.  Should the
Company's securities cease to be listed on the Nasdaq SmallCap
Market, the Company's securities may continue to be listed on
the Over-the-Counter Bulletin Board Market.

Ontro, Inc., founded in 1994 to engage in the research and
development of integrated thermal containers, has been focused
primarily to date developing self-heating containers for
beverages and soups for major food manufacturers who have
expressed interest in marketing their brands using Ontro's
technology.

For more information visit Ontro's Web site at
http://www.ontro.com


OVERHILL CORP: Working Capital Deficiency Tops $24MM at June 30
---------------------------------------------------------------
Overhill Corporation (Amex: OVH) announced operating results for
the Company's third quarter ended June 30, 2002.

For its third quarter ended June 30, 2002, the Company reported
revenues from continuing operations of $8.4 million, compared to
$12.8 million for its third quarter in fiscal 2001.  The $4.4
million decrease, substantially all of which was due to a
decrease in equipment sales by Texas Timberjack, resulted
largely from wet weather in the forested region of East Texas.  
Gross profits decreased only slightly between years due to
changes in the sales mix. Selling, general and administrative
expenses decreased $176,000 to $1.9 million in 2002 from $2.1
million in fiscal 2001, which accounts for an increase in
operating income between years.  Other expenses during the
second quarter increased from the prior year by $34,000 to
$517,000 in 2002, resulting in a loss before taxes and
discontinued operations of $416,000 compared to a loss of
$425,000 in 2001.  After a tax benefit and discontinued
operations, the Company reported a net loss for the quarter of
$97,000 compared to net income of $640,000 in the prior year.

Revenues for the nine months ended June 30, 2002 decreased $2.0
million to $27.7 million from $29.7 million for the nine months
ended in the comparable period in the prior year.  The decrease
in revenues for the first nine months consisted of a decrease of
$2.7 million in the equipment segment offset by an increase of
$700,000 in the timber segment.  Gross profits for the nine
months ended in 2002 amounted to $6.2 million and were
substantially unchanged from the prior year.  Selling, general
and administrative expenses for the nine months ended June 30,
2002 decreased $900,000 to $5.5 million from $6.4 million during
the same period in fiscal 2001.  This was due largely to
reductions in personnel costs in both the equipment and timber
segments, resulting in operating income of $723,000 in 2002 as
compared to a loss of $203,000 in 2001.  Other expenses for the
nine months ended June 30, 2002 increased $662,000 to $1,752,000
for the current year from $1,090,000 for the first nine months
of fiscal 2001, due primarily to reported losses resulting from
Texas Timberjack's investment in a construction related company
accounted for on the equity method.

After tax benefits for the nine months of $458,000 and
$1,103,000 for the same period last year, which represent the
amounts that current and prior year operating losses are
expected to reduce the income taxes attributable to the
discontinued operations of Overhill Farms, the Company's loss
before discontinued operations for the first nine months of
fiscal 2002 amounted to $571,000 as compared to a loss of
$190,000 for the same period in fiscal 2001.

The Company presents the assets, liabilities and operations of
Overhill Farms as discontinued for financial reporting purposes,
pending the completion of its expected tax-free spin-off to the
Company's stockholders.  For the first nine months of fiscal
2002, Overhill Farms reported revenues of $101.9 million as
compared to $119.6 million for the same period in fiscal 2001.  
The revenue decrease between years of $17.7 million, together
with a related decrease in gross profits for the period, was due
primarily to a decline in airline revenues as a result of
various factors related to the events of September 11, 2001.  
After reducing operating expenses in response to this revenue
decline, Overhill Farms reported net income, after the income
taxes referred to above, of $683,000 for the nine months ended
June 30, 2002 as compared to $1,645,000 for the same period in
fiscal 2001.

As of June 30, 2002, Overhill Farms was in noncompliance with
certain financial covenants under two borrowing arrangements,
primarily due to a significant loss of airline sales subsequent
to September 11, 2001.  In August 2002, Overhill Farms reached
an agreement with its senior subordinated lender to amend,
subject to certain conditions, its securities purchase
agreement, including revisions to the financial covenants
retroactive to June 30, 2002, as well as other revisions to
reflect changes in the operations, including those to be
affected by the expected spin-off of Overhill Farms.  In
addition, Overhill Farms has initiated discussions with its
senior secured lender to obtain a waiver of its noncompliance as
of June 30, 2002 and to revise one financial covenant.  Pending
finalization and formal documentation of these arrangements, the
Company has classified all amounts payable to its senior
subordinated lender as a current liability (net current
liabilities related to discontinued operations) in the Company's
consolidated condensed balance sheet as of June 30, 2002.  There
can be no assurances that the Company will be successful in
finalizing and formally documenting these amendments as
anticipated, or at all.

In discussing the financial results, James Rudis, Overhill
Chairman and Chief Executive Officer, stated, "This fiscal year
has presented great challenges for the Company.  In spite of
lost airline revenues as a result of the events of September 11,
2001, as well as a difficult economy, Overhill Farms, on a stand
alone basis has remained profitable.  However, we have
unfortunately given back some of the rapid growth we experienced
over the last several years.  Additionally, these events have
delayed some of our plans to further strengthen the Company."  
Rudis added, "We are in the final process of renegotiating
certain terms of our loan agreements with both of Overhill
Farms' lenders.  We do not think that it will be necessary to
change either of its lenders or to curtail any of our near or
long-term strategies."

The Company also reported that it is currently in the process of
completing the various steps necessary to effect the transaction
to spin off Overhill Farms, which is now expected to occur
during the Company's fourth fiscal quarter.  These steps
include, among other things, obtaining final lender approvals,
making necessary changes to Overhill Farms' capital structure to
effect the distribution of the dividend, and updating and
refiling information with the Securities and Exchange
Commission.

Overhill Corporation is a holding company with nationwide
operations currently in frozen food and forestry industries.

Overhill's June 30, 2002, balance sheet shows that its total
current liabilities exceed its total current assets by about $24
million.


OWENS CORNING: New York Packaging Moves for Summary Judgment
------------------------------------------------------------
On March 15, 2001, New York Packaging Corporation, after
providing a verbal price quote to Owens Corning and its debtor-
affiliates, received a purchase order from the Debtors for 6,250
polypropylene sheets of plastic at a contract purchase price of
$172.50 per piece.  The Debtors' order indicated a $1,078,195
purchase price.  The Debtors' purchase order also set forth
specific requirements for the modification of any terms of
purchase order and contract of sale.  New York Packaging
delivered the goods on April 3,2001 and sent a $1,414,606
invoice to the Debtors.  The invoice was received on April 11,
2001 and the Debtors approved it in conformity with contract
between the parties on April 19, 2001.

Richard J. Parks, Esq., at MacDonald, Illig, Jones & Britton
LLP, in Erie, Pennsylvania, tells the Court that the Debtors
have twice refused to pay New York Packaging, once verbally and
once through a letter asserting that the purchase order quoted
the price of the goods at $172.50 per box of 200 sheets and that
New York Packaging's invoice was "ridiculous".  Under the New
York Uniform Commercial Code, Article Two Section 2-607(1), the
Debtors are required to pay the contract price which, in this
case, is the price indicated in the invoice that was not
objected to by the Debtors.

By this motion, the New York Packaging Corporation is asking the
Court to enter a summary judgment and order the Debtors to pay
its claim as an administrative expense.

Mr. Parks argues that as a matter of law, there are no relevant
facts in dispute that would require determination by a "tier of
fact" to entitle New York Packaging to summary judgment against
the Debtors and for payment of an administrative claim for
$1,414,606 plus interest at the legal rate for the State of New
York of 9% per annum from May 3, 2001.  Further detail about
this on-going dispute appears in the August 1, 2002, edition of
the Troubled Company Reporter and in Owens Corning Bankruptcy
News.  


PACIFIC GAS: CPUC Says Plan Violates Section 1129(a) Provisions
---------------------------------------------------------------
The California Public Utilities Commission tells the Court that
Pacific Gas and Electric Company's Plan cannot be confirmed
because it violates several provisions under Section 1129(a) of
the Bankruptcy Code.

In addition, the Commission believes that the Proponents will
not be able to satisfy the "cram down" provisions of Section
1129(b) of the Bankruptcy Code in the event one or more impaired
classes does not vote to accept the PG&E Plan.

A. Is there adequate means for implementation to comply with
   Section 1123(a)(5) and, hence, Section 1129(a)(1)?

   Section 1129(a)(1) of the Bankruptcy Code provides, in
   relevant part, that a plan must comply with the applicable
   provisions of that title.

   The CPUC asserts that the PG&E Plan does not meet this
   requirement because it does not comply with various
   provisions of the Bankruptcy Code.

   In particular, the CPUC contends that the PG&E Plan does not
   comply with Section 1123(a)(5) because it does not provide
   adequate means for its implementation.  The CPUC lists eight
   points on non-compliance:

   (1) The proposed disaggregation of PG&E into the Reorganized
       Debtor, Gen, ETrans and GTrans cannot be implemented
       because it is impermissible under the Bankruptcy Code,
       relevant Ninth Circuit case law, and the Bankruptcy
       Court's holding.

       In particular, the CPUC notes that the PG&E Proponents
       seek preemption of state laws in connection with the
       proposed disaggregation.  For state laws to be preempted,
       the Bankruptcy Court has held that, the Proponents must
       demonstrate that these state laws:

       -- are primarily economic in character, and

       -- stand as an obstacle to the purposes and
          implementation of the Bankruptcy Code.

       In contravention of the Court's holding, the PG&E
       Proponents seek to preempt California laws that are
       designed primarily to protect the environment, public
       health, safety and welfare, the CPUC tells the Court.
       These laws are not primarily economic in character, and
       cannot be preempted, the CPUC asserts.  "The PG&E Plan is
       a direct assault on the California Legislature.  It
       strikes at the heart of the State's police and regulatory
       powers and is counter to the public interest in a
       reliable and affordable supply of electricity," the CPUC
       says;

   (2) The transfer of generation assets from PG&E to Gen cannot
       be implemented either because it threatens the supply of
       power from in-state generation facilities.  AB 6X, which
       was adopted at the height of the energy crisis, prohibits
       all three of California's investor-owned utilities from
       transferring or otherwise disposing of their in-state
       generation assets until 2006 to prevent disruptions to
       the reliable provision of electricity to all
       Californians;

   (3) The Restructuring Transactions violate, among other
       provisions, PUC sections 701.5, 816-30, 845, 851, 852 and
       854, which govern California's regulatory interest in
       protecting the financial integrity and dedication of
       service or duty to serve, by public utilities.  The PG&E
       Plan would abrogate these provisions of the Commission
       and permit the Debtor to divest itself of valuable
       assets, issue debt securities, and transfer whole lines
       of business to non-Commission regulated entities, all
       without Commission review.  In effect, the PG&E Plan
       seeks to unravel the intricate skein of laws and
       regulations that ensure that public utilities fulfill
       their duty to serve the public in a reliable and
       responsible manner;

   (4) The Restructuring Transactions contemplated by the PG&E
       Plan will result in dangerous gaps in environmental
       regulation and enforcement.  In a nutshell, the
       transition from an integrated public utility under
       Commission regulation to private companies and limited
       liability companies not subject to the Commission's
       jurisdiction will produce adverse environmental           
       consequences;

   (5) The Plan contemplates GTrans using facilities acquired
       from PG&E to serve a national market and develop new out-
       of-state customers, with no assurance of reliable and
       sufficient natural gas service for California;

       If allowed to proceed, this will change the present
       scenario where service for California is assured through:

       (a) capacity and storage diversion rights provided by
           PG&E's Gas Tariff and by Commission regulation, to
           address abnormally cold weather or operational
           difficulties;

       (b) dedication of the bulk of capacity in storage
           facilities to California customers, with at least 83%
           reserved for residential and small business
           customers;

       (c) the ability of the Commission to efficiently and
           quickly divert natural gas over intrastate capacity
           to electric generation facilities to avoid blackouts;
           and

       (d) the ability of the Commission to coordinate all
           intrastate pipelines and supply networks to maintain
           essential utility service for all California
           citizens, especially when an immediate emergency
           response is required;

   (6) The PG&E Plan does not assure satisfaction of the higher
       state safety requirements set forth in the California
       Nuclear Facility Decommissioning Act of 1985.

       Specifically, the PG&E Plan does not ensure minimal costs
       and health and safety impacts of the decontamination and
       decommissioning of the Diablo Canyon Power Plant.  Nor
       does it ensure sufficient capitalization of Diablo
       Canyon, LLC to meet higher California requirements.  
       Moreover, the PG&E Plan does not address the continuation
       of the Diablo Canyon Independent Safety Committee, which
       was formed as part of a settlement agreement arising out
       of the Commission's oversight over DCPP, and which has an
       independent safety role under California regulation;

   (7) The PG&E Plan violates the Eleventh Amendment of the
       United States Constitution because certain elements of it
       seek declaratory and/or injunctive relief against the
       State of California and one or more of its agencies.  For
       example, the Plan contains the provision that the
       Reorganized Debtor need not assume the Net Open Position
       until the Commission takes certain steps favored by the
       Debtor in respect of how procurement costs are factored
       into retail electric rates; and

   (8) The PG&E Plan depends for its consummation on regulatory
       approvals from the FERC, SEC and NRC.

B. Does the Solicitation of Votes comply with Section 1125 and,
   in turn, Section 1129(a)(2) of the Bankruptcy Code?

   Section 1129(a)(2) of the Bankruptcy Code requires that the
   Proponents comply with the applicable provisions of that
   title.  Section 1125 of the Bankruptcy Code, in turn, governs
   solicitation of votes for or against a plan.

   The CPUC alleges that the PG&E Proponents' dissemination of
   false and misleading materials to creditors through their
   proxy solicitation firm, D.F. King, Inc. violates Section
   1125 of the Bankruptcy Code.

   Specifically, the CPUC complains that the Proponents have,
   among other things:

   (1) materially mischaracterized and spread false information
       concerning the Commission's Plan of Reorganization for
       PG&E;

   (2) in contravention of the Court's direction, bashed the
       Commission's Plan in PG&E's Disclosure Statement;

   (3) misled certain classes of creditors about their
       recoveries under the Commission Plan;

   (4) deliberately distorted the Court's Preemption Decision
       and the recommendation of the Committee by selectively
       quoting from each; and

   (5) omitted the Committee's recommendation that creditors
       vote to approve both plans by only mentioning the
       Committee's endorsement of the PG&E Plan.

C. Have PG&E and its Parent proposed the Plan in good faith and
   complied with Section 1129(a)(3)?

   Section 1129(a)(3) of the Bankruptcy Code requires that a
   "plan [be] proposed in good faith and not by any means
   forbidden by law."  Good faith has been widely construed as
   meaning consistent with the goals and purposes of the
   Bankruptcy Code, i.e., the rehabilitation and reorganization
   of debtors.

   The Commission alleges that the PG&E Plan was not proposed in
   good faith because, among other things, PG&E, an admittedly
   solvent entity, and its Parent have manipulated the
   bankruptcy process in an effort to implement a scheme of
   deregulation long-denied to them under the pretext of
   resolving debtor-creditor relations.  In addition, the CPUC
   continues, PG&E and the Parent have disseminated misleading
   and false information to creditors and equity interest
   holders eligible to vote on the Commission and PG&E Plans.

D. Is the proposed reimbursement of fees to Parent allowed under
   Section 1129(a)(4) of the Bankruptcy Code?

   Section 1129(a)(4) of the Bankruptcy Code provides that any
   payment to be made by the debtor for services or for costs
   and expenses in connection with the plan has been approved
   by, or is subject to the approval of, the court as
   reasonable.

   The PG&E Plan provides for the reimbursement by PG&E to its
   Parent for fees and expenses of professional persons incurred
   by the Parent in connection with the preparation of the PG&E
   Disclosure Statement and Plan, and the prosecution,
   implementation and consummation of the Plan.  However,
   neither the Parent nor PG&E have provided any information
   that would permit a party-in-interest or the Court to assess
   the reasonableness of the proposed fees.  Nor have the
   Proponents disclosed payments made by the Parent or to be
   made to third parties like the Lehman Brothers or other
   entities for services rendered in connection with the
   solicitation, prosecution and implementation of the PG&E
   Plan.

   Accordingly, the Commission objects to the PG&E Plan pursuant
   to section 1129(a)(4) of the Bankruptcy Code.

E. Does the Plan comply with Section 1129(a)(5)(A)(ii) of the
   Bankruptcy Code regarding the proposed appointment of
   Officers?

   Section 1129(a)(5) of the Bankruptcy Code provides that the
   plan has disclosed the identity of any individual proposed to
   serve, after confirmation of the plan, as an officer of the
   debtor, or a successor to the debtor under the plan, and the
   appointment to, or continuance in office of the individual,
   is consistent with the interests of creditors . . . and with
   public policy."

   In this connection, the CPUC objects to the appointment of
   one or more current officers of the debtor as officers of the
   Reorganized Debtor because these are key architects of PG&E's
   decision to prosecute a plan of disaggregation.  The CPUC
   tells the Court that the approach of disaggregation is to
   serve PG&E's goal in freeing itself from Commission
   regulation at the expense of creditors who have endured an
   unnecessarily protracted and wasteful chapter 11 case.  
   Therefore, the appointment of key architects of this approach
   as officers of the Reorganized Debtor is inimical to the
   interests of creditors and public policy, the CPUC argues.

F. Does the PG&E Plan contain a disguised rate change for retail
   customers that is not permitted under Section 1129(a)(6) of
   the Bankruptcy Code?

   Section 1129(a)(6) of the Bankruptcy Code provides that
   "[a]ny governmental regulatory commission with jurisdiction,
   after confirmation of a plan, over the rates of the debtor
   has approved any rate change provided for in the plan, or
   such rate change is expressly conditioned on such approval."

   The Commission notes that, pursuant to the PG&E Plan, the
   Commission will retain its ratemaking authority over the
   Reorganized Debtor.  However, the Gen/Reorganized Debtor
   Power Sales Agreement would necessitate a retail rate for
   electricity in excess of Cost-of-Service Ratemaking over the
   life of the Agreement.  As a result, the average price to be
   paid by the Reorganized Debtor for Gen's capacity may
   substantially exceed the cost to Gen of providing that
   capacity.  This rate increase, the CPUC observes, is to
   permit Gen to finance the securities to be issued under the
   PG&E Plan.  Because no Commission approval of the proposed
   change is to be sought by PG&E, the Plan contravenes
   Section 1129(a)(6) of the Bankruptcy Code.

G. Does the PG&E Plan fall short of the requirement of
   Section 1129(a)(7)(A)(ii) of the Bankruptcy Code because it
   does not satisfy the "Best Interests of Creditors" test.

   This Section of the Bankruptcy Code provides that, each
   holder of a claim or interest in an impaired class will
   retain or receive value under the plan no less than the
   amount under Chapter 7 liquidation of the Plan.

   The CPUC notes that the PG&E Plan does not meet this
   requirement because many creditors will receive 40% of their
   allowed claims in notes with no certainty that these Notes
   will trade at par.  To the extent that the Notes do not trade
   at par, creditors may receive less that one hundred cents on
   the dollar.

   The CPUC notes that PG&E has not provided a liquidation
   analysis or otherwise shown that creditor recoveries under
   its Plan would be greater than if PG&E sold its assets at
   market value, used its cash-on-hand and retained potentially
   valuable claims and causes of action transferred or released
   under the Plan to pay all Allowed Claims.  Without this
   information, the CPUC points out that the Proponents cannot
   demonstrate that the PG&E Plan satisfies the best interests
   test.

   Accordingly, the Commission objects to the Plan on the
   grounds it does not satisfy the "best interests of creditors
   test."

H. Does the PG&E Plan comply with Section 1129(a)(11) of the
   Bankruptcy Code with respect to feasibility?

   Section 1129(a)(11) provides that "[c]onfirmation of the plan
   is not likely to be followed by the liquidation, or the need
   for further financial reorganization, of the debtor or any
   successor to the debtor under the plan. . ."

   The Commission tells the Court the Proponents have not
   demonstrated the ability to raise $7,700,000,000 of financing
   required by the Plan.  Rather than having a firm commitment
   from Lehman Brothers to underwrite the Notes, the Proponents
   rely on a stale "highly confident" letter dated as of
   September 19, 2001, based on a plan of express preemption and
   injunctive relief against the State and the Commission that
   no longer exists.  The Proponents' ability to market the
   Notes is made even more doubtful by litigation risks
   associated with the disaggregation scheme, adds.

   Thus, there is no assurance that the Notes can be issued at
   all or that they will trade at par, the CPUC observes.

   However, the Plan is silent as to what happens if the Long-
   Term Notes are not trading at par.  There can be no assurance
   that additional Long-Term Notes can be issued if the Long-
   Term Notes are in fact trading below par.

   In the event the Long-Term Notes will not trade at par and/or
   that Proponents will not be able to issue additional Long-
   Term Notes, the large number of the Disputed Claims and the
   large amount of money involved poses further problem, the
   CPUC notes.  Pursuant to the Disputed Claims procedures in
   the PG&E Plan, in the event the amount of Cash or Long-Term
   Notes deposited into the escrows is insufficient to make the
   required payments once a Disputed Claim becomes an Allowed
   Claim, the Reorganized Debtor will be required to meet any
   Cash shortfall and the LLCs will be required to meet any
   Long-Term Notes shortfall.  However, the PG&E Plan makes no
   provision for what happens to Disputed Claims that become
   allowed in the event the Notes to be issued pursuant to the
   Plan are not trading at par.

   For these reasons, the Commission believes that the Plan is
   ultimately not feasible and, hence, unconfirmable.

I. Can the PG&E Plan meet the Cram Down requirements of
   Section 1129(b) of the Bankruptcy Code?

   Pursuant to the PG&E Plan, members of Classes 13 and 14 will
   retain their interests in PG&E.  On the other hand, impaired
   unsecured creditors in Classes 5, 6 and 7 will be paid in a
   combination of Notes and Cash plus Cash payment of a
   placement fee.  Therefore, if any of classes 5, 6 and 7 vote
   to reject the PG&E Plan, the Proponents must attempt to "cram
   them down" pursuant to Section 1129(b).

   The Cram Down condition in Section 1129(b)(2)(B)(ii) of the
   Bankruptcy Code requires that the treatment of the non-
   accepting class be fair and equitable.  For the treatment to
   be fair and equitable, the "absolute priority rule" requires
   that the holder of a senior claim be paid in full before a
   junior class receives any property under a plan.

   However, to the extent the Notes do not trade at par,
   creditors in Classes 5, 6 and 7 will receive less than the
   full amount of their allowed claims while the Preferred and
   Common Stock Equity Interests, which are junior to all
   creditors, will retain their full interests in the Debtor.
   Thus, the Absolute Priority Rule is violated.  Under this
   scenario, the treatment of the non-accepting class would not
   be fair and equitable, and the cram down requirements of
   Section 1129(b)(2)(B)(ii) are not satisfied.

   Alternatively, if the Notes do trade at par, allowed general
   unsecured claims in Classes 5, 6 and 7, will be paid in
   excess of 100 cents on the dollar because they will be
   satisfied by a combination of Cash and Notes plus Cash
   payment of a placement fee.  The placement fee gives them the
   surplus.  As a result of this surplus, Class 5, 6 and 7
   Creditors will recover in excess of Senior Unsecured Classes,
   in violation of the absolute priority rule.

In connection to its objection to the PG&E Plan confirmation,
the Commission seeks discovery of documents and communications
regarding each area of objection.  The Committee also wants the
deposition of these individuals:

* Smith, Glynn, Harvey, William Hieronymous, consultant;

* J. Stephen Henderson, consultant;

* Stephen J. Metague, PG&E Director of Electric Transmission
  Rates;

* Joseph G. Sauvage, Managing Director, Global Power Group,
  Lehman Brothers;

* James K. Asseltine, Managing Director and head of High Grade
  Research, Lehman Brothers;

* Stuart Myers, Brattle Group;

* Lawrence Kolbe, Brattle Group;

* G. Mitchell Wilk, consultant;

* Roy Kuga, Director for Gas and Electric Supply for PG&E;

* Eugene T. Meehan, Senior Vice President at National Economic
  Research Associates;

* Joseph Henry;

* Claudia Greif;

* Susan F. Tierney, Senior Vice President at Lexecon Inc.;

* Kirk Johnson, Director of Gas Systems Operations
  Department, California Gas Transmission Unit of PG&E;

* Adrian Moorehead, Officer and Employee of Brown, Williams,
  Moorhead & Quinn, Inc.;

* Daniel F. Thomas, Director of California Gas Transmission,
  Products and Sales Department of PG&E;

* Edward F. Feinstein, Officer and Employee of Brown, Williams,
  Alan R. Lovinger, Vice-President of Brown, Williams;

* Raymond Reno Cassidy, Associate, Brown Williams;

* Stephen Henderson, Vice President of Charles River Associates;

* Gregory M. Rueger, Senior Vice President Generation and
  Chief Nuclear Officer of PG&E;

* Officers and employees of Rothschild, Inc., the Debtor's
  financial advisor, involved in the preparation of any
  liquidation or other valuation analyses prepared in connection
  with Plan;

* Officers or employees of Lehman Brothers, the proposed
  underwriter for the Notes, with knowledge about the likelihood
  that the Notes will trade at par; and

* Officers, employees, experts, agents and other individuals
  involved in each respective area. (Pacific Gas Bankruptcy
  News, Issue No. 41; Bankruptcy Creditors' Service, Inc.,
  609/392-0900)    


PHOENIX GROUP: Files for Chapter 11 Reorganization in Delaware
--------------------------------------------------------------
The Phoenix Group Corporation (OTCBB:PXGPE), a Dallas-based
company, has filed for protection under Chapter 11 of the
federal bankruptcy statutes.

The petition was filed with the federal bankruptcy court located
in Wilmington, Delaware.

Ron Lusk, president and CEO of Phoenix, stated, "This action was
necessary to preserve value for the shareholders and creditors
of the company. We anticipate that Phoenix will emerge from this
process with a stronger balance sheet that will enable it to
continue with its plans to acquire home healthcare operations."

As described in earlier announcements from Phoenix, Intrepid USA
Healthcare Services, an Edina, Minn.-based home health care
company together with several of its subsidiaries, is asserting
voting control of InterLink Home Health Care, Inc., a subsidiary
of Phoenix. In a motion filed on August 9, 2002 in Judicial
District Court, Dallas County, Texas, Intrepid is seeking to
have the subsidiaries of Phoenix turned over to Intrepid in
satisfaction of a judgment against Phoenix in the amount of
$831,163.38 that Intrepid acquired on or about August 5, 2002
from DVI Business Credit, which is a lender to InterLink as well
as a holder of warrants to acquire 20% of the stock of Intrepid.
Mr. Lusk noted, "as the result of this action and actions taken
in at least three other courts, Intrepid has placed the primary
assets of Phoenix - its subsidiaries - in serious jeopardy. The
actions of Intrepid and its CEO, Todd Garamella, will be proven
in court to have been ill advised and reckless. The largest
creditors of Phoenix are in full support of the actions taken by
the company today and Phoenix will continue to vigorously
challenge any adverse actions taken by Intrepid."


PHOENIX GROUP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Phoenix Group Corporation
        801 E. Campbell Road
        Suite 345
        Dallas, Texas 75081

Bankruptcy Case No.: 02-12441

Type of Business: The Debtor is a holding company for
                  subsidiaries providing healthcare management
                  and ancillary services to the long-term care
                  industry and business acquisitions in the
                  home health care industry.

Chapter 11 Petition Date: August 21, 2002

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Francis A. Monaco Jr., Esq.
                  Joseph J. Bodnar, Esq.
                  Walsh, Monzack & Monaco, P.A.
                  1201 Orange St., Suite 400
                  Wilmington, DE 19801
                  302 656-8162
                  Fax : 302-656-2769

                  and
   
                  Jeffrey N. Rich, Esq.
                  Robert N. Michaelson, Esq.
                  Kirkpatrick & Lockhart LLP  
                  599 Lexington Avenue
                  New York, New York 10022-6030
                  Telephone: 212-536-3900
                  Facsimile: 212-536-3901

Total Assets: $18,876,457

Total Debts: $16,693,089

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
ADP                                                   $112,895

Akin, Gump, Strauss Hauer & Feld                      $172,683

Ceneur Services, Inc.                                 $600,000
2500 International Tower
229 Peachtree Street, NE
Atlanta, Georgia 30303

Compass Bank                                          $200,000

DVI Business Credit                                   $820,163
500 Hyde Park
Doylestown, PA 18901

G&L Reality                                         $2,119,711   
439 North Bedford Dr.
Beverly Hills, CA 90210

Godwin Gruber                                          $40,000

Heller Healthcare Finance                              $29,670

Intercity Investments                                  $87,831

Jeffer, Mangels, Butler & Marmaro                      $34,035

Key Bank - Commercial Loan Dept.                    $1,900,000
POB 94525
Cleveland, Ohio 44101

Level 3 Management, LLC                               $662,696
7880 San Felipe
Houston, Texas 77063

Matthews Leasing Company                               $23,000

Merill Corporation                                     $24,387

Nixon Peabody                                         $217,321

Patton Boggs                                           $87,328

Piedmont Ivy Association LLC                           $22,438

Qwest Medical Supply                                   $41,937

Total Capital                                       $2,075,000      
7880 San Felipe
Houston, TX 77063

Winstead, Sechrest & Minick                            $91,921


PHOTOCHANNEL: Engages TELUS for Technical and Business Advice
-------------------------------------------------------------
PhotoChannel Networks Inc. (TSX: PNI), a global digital imaging
network company, announces that it has entered into a strategic
agreement with TELUS Corporation (TSX: T).

Under the agreement, TELUS will provide a mix of technical,
business advisory and revenue generating initiatives, including
assistance with the planning and development of a Wireless
strategy for the PhotoChannel Network and providing marketing,
retail distribution and promotion assistance to the PhotoChannel
Network. In lieu of any fees and commissions, TELUS has agreed
to receive all compensation for services provided under this
agreement in the form of share purchase warrants in
PhotoChannel.

PhotoChannel's CEO, Peter Scarth, stated, "We have been building
a relationship with TELUS over the last 12 months. As part of
this growing relationship, TELUS recently invested in the
PhotoChannel Networks Limited Partnership. "We are very pleased
that Telus has demonstrated confidence in our service and agreed
to provide the support necessary to build critical-mass for our
Network. We look forward to continuing to explore new ways in
which to work more closely as partners."

In connection with the technical and business advisory services,
TELUS is to be paid a non-refundable fee of $15,000.00 per month
payable by the issuance of 300,000 Warrants per month over a 12
month period. Each Warrant shall be exercisable at $0.10 or the
best available price agreed to by the TSX Venture Exchange for a
period of two years from the date of issuance. In relation to
assisting in generating new revenue for PhotoChannel, TELUS will
be compensated with a 10% commission, which will be paid in the
form of Warrants, to a maximum of 4,000,000 Warrants. Each ten
dollars of commission payable under this agreement will be paid
by the issuance of 20 Warrants, which shall be exercisable at
$0.10 or the best available price agreed to by the TSX for a
period of two years from the date of issuance. The issuance of
these warrants is subject to the approval of the TSX Venture
Exchange.

PhotoChannel is a technology producer and integrated provider of
services enabling retailers and other members of the
PhotoChannel Network to meet the needs of their film and digital
photography customers. The Company has created and manages the
PhotoChannel Network environment whose focus is delivering photo
e-processing orders from origination to fulfillment under the
control of the originating retailer. Additional information is
available at http://www.photochannel.com

PhotoChannel filed for Chapter 7 Liquidation on November 1,
2001, in the U.S. Bankruptcy Court for the District of
Connecticut in Bridgeport.


PILGRIM AMERICA: S&P Downgrades Class A and B Notes' Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A and B notes issued by Pilgrim America CBO I Ltd., an
arbitrage CBO transaction originated in July of 1998.

The rating on the class A notes is lowered to double-'B'-plus,
from single-'A'-minus. The rating on the class B notes is
lowered to double-'C', from triple-'C'-minus. At the same time,
both ratings are removed from CreditWatch with negative
implications, where they were placed on Aug. 12, 2002 (see
list). 6 The rating on the class A notes was previously lowered
in January 2001, and the rating on the class B notes was
previously lowered in October 2000, January 2001, April 2001,
and September 2001.

The lowered ratings on the class A and B notes reflect factors
that have negatively affected the credit enhancement available
to support the notes since the ratings were previously lowered
in September of 2001. These factors include continuing par
erosion of the collateral pool securing the rated notes,
negative migration in the overall credit quality of the assets
within the collateral pool, and a decline in the weighted
average coupon generated by the assets within the pool.

As a result of asset defaults, the overcollateralization ratios
have deteriorated since the September 2001 rating action.
According to the most recent available monthly report (July 19,
2002), the class A overcollateralization ratio was at 118.63%,
versus the minimum required ratio of 135% and a ratio of 128.4%
at the time of the September 2001 rating action. The class B
overcollateralization ratio was at 95.09%, versus its required
minimum ratio of 118.0% and compared to a ratio 105.0% at the
time of the September 2001 rating action.

The credit quality of the collateral pool has also deteriorated
since the September 2001 rating action. Including defaulted
assets, 41.1% of the assets in the portfolio currently come from
obligors rated triple-'C'-plus or below, and 6.80% of the assets
come from obligors with ratings currently on CreditWatch with
negative implications. The weighted average rating of the non-
defaulted assets in the portfolio is currently single-'B'-plus.

In addition, the weighted average coupon generated by the assets
in the portfolio has declined. As of the July 19, 2002 monthly
report, the weighted average coupon was 9.40%, versus the
minimum required 9.65%, and a weighted average coupon of 9.49%
at the time of the September 2001 rating action.

Standard & Poor's has reviewed the results of the current cash
flow runs generated for Pilgrim America CBO I Ltd., to determine
the level of future defaults the rated tranches can withstand
under various stressed default timing and interest rate
scenarios, while still paying all of the rated interest and
principal due on the notes. After the results of these cash flow
runs were compared with the projected default performance of the
performing assets in the collateral pool, it was determined that
the ratings currently assigned to the class A and B notes were
no longer consistent with the amount of credit enhancement
available, resulting in the lowered ratings.

Standard & Poor's will continue to monitor the performance of
the transaction to ensure that the ratings reflect the amount of
credit enhancement available.

           Ratings Lowered & Removed From Creditwatch

                    Pilgrim America CBO I Ltd.

                         Rating
          Class    To          From       Balance ($ mil.)
          A        BB+         A-/Watch Neg        165.638
          B        CC          CCC-/Watch Neg       41.000
     

POLAROID: Enron Wants Prompt Payment of Administrative Claims
-------------------------------------------------------------
According to Katherine L. Mayer, Esq., at McCarter & English, in
Wilmington, Delaware, Polaroid Corporation and Enron Energy
Services Operations, Inc. are parties to:

    (a) the Energy Management Agreement dated December 2, 1999;
        and

    (b) the Master Lease Agreement dated December 2, 1999 and
        related lease schedules.

Under the Energy Management Agreement, Ms. Mayer states, Enron
agreed to provide the Debtors with certain energy management
services at the Debtors' facilities, including, supplying
Polaroid's energy commodity requirements, designing, building
and operating certain energy infrastructure improvement projects
and providing certain operation and maintenance services at the
Debtors' manufacturing plants.

In exchange for the services, the Debtors are responsible for
and obligated to pay and reimburse Enron for all applicable
taxes and other charges in connection with the Energy Management
Agreement.

The Master Lease Agreement, on the other hand, provides that
Enron was responsible for the construction of the Projects and
maintains sole ownership of the Projects until their respective
completion.  Upon completion of the Project, Enron agreed to
lease the Project to the Debtors pursuant to the terms of the
Master Lease Agreement and related Lease Schedules.

Pursuant to Section 365(10) of the Bankruptcy Code, the Debtors
are obligated to timely perform all obligations under the terms
of the Master Lease Agreement and Lease Schedules, including the
timely payment of rent.

Ms. Mayer notes that the Debtors are not seeking to assume and
assign the Master Lease Agreement and the Lease Schedules in
connection with the Debtors' Asset Sale to OEP.

Thus, Enron asks the Court to compel the Debtors to immediately
payment Enron's administrative expense claims for services
provided under the Energy Management Agreement and the Debtors'
use of the Projects under the Master Lease Agreement and Lease
Schedules in these amounts:

  (a) $830,498 for the administrative expenses under the Energy
      Management Agreement from Petition Date through the
      Rejection Date;

  (b) $458,296 for the Debtors' rent obligations under the
      Master Lease Agreement and Lease Schedules from Petition
      Date through August 31, 2002; and

  (c) an amount still to be determined for the period
      subsequent to August 1, 2002 under the Master Lease
      Agreement. (Polaroid Bankruptcy News, Issue No. 22;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)


QUADRAMED CORP: Will Appeal Nasdaq Delisting Determination
----------------------------------------------------------
QuadraMed Corporation (Nasdaq:QMDC) announced that the Nasdaq
Listing Qualifications Department has notified the Company that
it is not in compliance with the requirements of NASD
Marketplace Rule 4310(C)(14) because it has not yet filed its
Quarterly Report on Form 10-Q for the interim period ended June
30, 2002 with the Securities and Exchange Commission.
Consequently, QuadraMed's common stock is subject to delisting
from The Nasdaq Stock Market, Inc.  QuadraMed's delay in filing
its Form 10-Q for the second quarter of 2002 is the only listing
deficiency cited by the Staff.

QuadraMed said that, pursuant to NASD Marketplace Rules, it will
request an appeal hearing to review the Staff determination
before a Nasdaq Listing Qualifications Panel. Shortly
thereafter, the Staff will determine the time and place of the
appeal hearing. Under NASD Marketplace Rules, QuadraMed's
hearing request will automatically halt the delisting pending
the Panel's review and determination. Until the Panel's ultimate
determination, QuadraMed's common shares will continue to be
traded on the Nasdaq Stock Market, but its trading symbol as of
Thursday, August 22, 2002, will be amended from "QMDC" to
"QMDCE," as a result of the Company's filing delinquency.

As previously announced, QuadraMed delayed its filing of its
second quarter results due to its ongoing efforts to complete a
restatement of its financial results for the years ended
December 31, 2000, 2001 and for the interim period ended March
31 2002. QuadraMed further announced that it retained Deloitte &
Touche LLP to perform forensic accounting procedures that will
assist the Company in expediting completion of the restatement
of its historical financial statements. Deloitte's team has
already begun working at QuadraMed. QuadraMed expects to file
its amended Form 10-K for 2001 and its amended Form 10-Q for the
first quarter of 2002 as soon as the restatements are completed,
at which time it will simultaneously file its delayed Form 10-Q
for the second quarter of 2002. It is QuadraMed's understanding
that its filing of the delayed quarterly report with the SEC
will cure the only outstanding Nasdaq continued listing
deficiency and should allow the Company's securities to remain
listed on Nasdaq.

QuadraMed is dedicated to developing information technology and
providing consulting services that help healthcare professionals
deliver outstanding patient care with optimum efficiency.
Offering real-world solutions for every aspect of acute care
information management, QuadraMed has four main product lines:
Affinity(R) Healthcare Information System, Quantim(R) Health
Information Management Software and Services, Complysource(R)
Compliance Solutions, and Chancellor(TM) Financial Products and
Services. Behind our products and services are nearly 1000
professionals whose healthcare experience has earned QuadraMed
the trust and loyalty of its many customers. To find out more
about QuadraMed, visit http://www.quadramed.com


QSERVE COMMS: Committee Gets a Chapter 11 Trustee Appointed
-----------------------------------------------------------
After the Official Unsecured Creditors Committee sought and
obtained an order from the U.S. Bankruptcy Court for the Western
District of Missouri directing appointment of a Chapter 11
Trustee in the chapter 11 case of qSERVE Communications, Inc.,
the United States Trustee appointed George T. Johnson to serve
as the trustee.

As of the Petition Date, the Committee told the Court, the
Debtor had a six-member board of directors.  On July 2002, five
of the Debtor's six board members resigned. Mr. David C. Byrnes
is the sole remaining board member, and might also likely resign
in the near future.

The Debtor does not have sufficient personnel remaining to
complete the schedules, statement of financial affairs and all
supporting documents. Further, it appears that the Debtor does
not have sufficient personnel remaining to protect its assets.
The Unsecured Creditors Committee determined that some of the
assets of the Debtors are no longer at their previous locations.
The Unsecured Creditors Committee has no knowledge at this time
whether such assets were improperly disposed of, but believes
that further investigation is necessary.

Certain members of the Committee have been advised that Mr.
Harris commenced a new business called Tx Communications II,
Inc., the day after the filing of the Chapter 11 proceeding.
This business is apparently in the same industry and will do the
same work as undertaken by the Debtor. The Unsecured Creditors
Committee has not determined that any inappropriate action has
been taken in this regard. However, they believe this matter
merits further investigation.

The United States Trustee in his appointment of Mr. George T.
Johnson as chapter 11 trustee of this case, consulted with these
parties:

     a) John Cruciani, counsel for Debtor;

     b) Frank Wendt, counsel for the Official Committee of
        Unsecured Creditors;

     c) Toby Gerber and Nancy Jochens, counsel for JP Morgan
        Chase Bank and Comerica Bank; and

     d) Mark Stingley and Cindy Dillard Parres, counsel for
        Finova Mezzanine Capital, Inc.

qServe Communications, Inc., is an engineering and construction
firm serving the wireless and broadband industries offering
management, installation, erection, inspection, testing and
maintenance services to the communications industry. The Company
filed for chapter 11 protection on June 21, 2002. John Joseph
Cruciani, Esq., at Lentz & Clark, PA represents the Debtor in
its restructuring efforts. When the Company filed for protection
from its creditors, it listed an estimated debt of over $10
million.


QWEST COMMS: Selling QwestDex to Carlyle-Led Entity for $7 Bill.
----------------------------------------------------------------
Qwest Communications International Inc., (NYSE: Q) has agreed to
sell for $7.05 billion its QwestDex publishing business to a new
entity formed by the private equity firms of The Carlyle Group
and Welsh, Carson, Anderson & Stowe. The transaction involves
the sale of the entire QwestDex publishing business in two
stages, the first of which is expected to close in the fourth
quarter 2002, with the second stage expected to close in 2003.

"As we promised, we are moving aggressively to take the
necessary steps to ensure the long-term success of the company
and our ability to continue to provide world-class services to
our customers," said Richard C. Notebaert, Qwest's chairman and
CEO.  "The sale of QwestDex is a significant part of our plan to
delever and strengthen our balance sheet and will allow us to
focus on maximizing the profitability of our core operations."

The transaction will be completed in two stages.  The first
stage, involving the sale of QwestDex operations in Colorado,
Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South
Dakota, is for $2.75 billion and is expected to close in the
fourth quarter of 2002.  The second phase, which includes
Arizona, Idaho, Montana, Oregon, Utah, Washington and Wyoming,
is for $4.30 billion and is expected to close in 2003.

Qwest expects to use the proceeds from the sale to partly pay
down debt and for other company funding requirements.

The new company will be the exclusive directory publisher for
Qwest in the states where the company provides local service,
and will satisfy all of Qwest's publishing obligations and
continue to provide world-class directory services to consumers
and businesses.

Both stages are subject to customary closing conditions,
including the satisfaction of conditions for the buyer's debt
financing.  In addition, the second stage is contingent upon the
receipt of certain state regulatory approvals and the buyer's
ability to secure additional equity financing, which may be
provided by Qwest.

Qwest has already taken several additional steps to deliver on
both its short-term and long-term objectives, including:

     -- Achieving positive free cash flow for the second quarter
2002;

     -- Announcing that Banc of America Securities LLC has
agreed to act as sole arranger and sole book runner for a
proposed $500 - $750 million Senior Secured Credit Facility at
QwestDex, Inc.  The company has obtained a commitment from an
affiliate of Bank of America for $200 million of this proposed
new facility.  The commitment is subject to completion of the
restructuring of the existing syndicated credit facility and
other customary closing conditions for a facility of this type,
including the parties entering into definitive agreements;

     -- Complying with the financial covenants in the credit
facility, and with the financial covenants in its indentures,
each as of June 30, 2002;

     -- Entering into discussions with Bank of America, the
administrative agent for its syndicated credit facility, about
restructuring the facility; and,

     -- Revising its financial guidance for full year 2002.

Lehman Brothers acted as financial advisor, and delivered a
fairness opinion, to Qwest.  In addition, Merrill Lynch
delivered a fairness opinion to Qwest.

Qwest Communications International Inc., (NYSE: Q) is a leading
provider of voice, video and data services to more than 25
million customers.  The company's 55,000 employees are committed
to the "spirit of service" and providing world-class services
that exceed customers' expectations for quality, value and
reliability.  For more information, please visit the Qwest Web
site at http://www.qwest.com

Qwest Corp.'s 7.625% bonds due 2003 (QUS03USN9), DebtTraders
reports, are trading at 95 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=QUS03USN9for  
real-time bond pricing.


REFAC: Enters Into Merger Transaction with Palisade Subsidiary
--------------------------------------------------------------
Refac (AMEX: REF) and Palisade Concentrated Equity Partnership,
L.P., jointly announced that they have entered into a merger
agreement, which provides for the merger of a Palisade
subsidiary with Refac.

As a result of the merger, Palisade will own approximately 80%
of the outstanding stock of Refac. Following the merger, Refac
will continue its liquidation of assets announced in March 2002.
Palisade intends to use Refac as a vehicle for future
acquisitions.

In the merger, Refac shareholders will receive $3.60 per share,
along with 0.2 shares of new common stock of Refac. In addition,
shareholders will have the right to sell the new Refac shares to
Refac for a price of up to $5.50 per share, depending upon the
Company's liquid distributable assets as of March 31, 2003 and
June 30, 2005. This right to sell the shares will be limited to
stockholders who hold their shares until the amount of liquid
distributable assets at June 30, 2005 is determined.

"We are pleased to announce the Palisade transaction." said
Robert L. Tuchman, Chairman and CEO of Refac. "We believe it
provides maximum value to the Company's shareholders.
Shareholders will not only get an immediate cash payment
representing a premium over the market price, but they will also
have the opportunity to participate in any growth under
Palisade's leadership."

The merger is conditioned, among other things, upon approval by
a majority of Refac's shareholders. The Company will schedule a
special meeting of its shareholders to vote on the merger.

Refac also announced that it had amended its shareholder rights
plan so that the rights would not be triggered by the Palisade
transaction.

Refac also today reported a consolidated net loss for the six
months ended June 30, 2002 of $4,738,000 on a diluted basis,
which consists of a net income from continuing operations of
$482,000 on revenues of $1,342,000, a loss, net of expected tax
benefits, from discontinued operations of $3,137,000, and a
loss, net of expected tax benefits, from a cumulative effect of
change in accounting principle of $2,083,000.

During the same period in 2001, the Company had net income from
continuing operations of $2,205,000 on a fully diluted basis, on
revenues of $3,963,000 and a loss from discontinued operations,
net of tax, of $1,372,000. The Company's planned liquidation of
its licensing-related securities (KeyCorp) was completed during
the second quarter of 2001 and such gains and dividends
accounted for revenues and net income of $1,828,000 and
$1,210,000.

Quarter Ended June 30, 2002 compared to 2001 - For the second
quarter of 2002, the Company had a consolidated net loss of
$2,520,000, consisting of net income from continuing operations
of $266,000 on revenues of $715,000 and a loss, net of expected
tax benefit, from discontinued operations of $2,786,000.

During the comparable period in 2001, the Company had a
consolidated net income of $305,000 on a diluted basis,
consisting of net income from continuing operations of $954,000
on revenues of $1,708,000 and a loss, net of tax, from
discontinued operations of $649,000. During the quarter ended
June 30, 2001 gains and dividends from licensing-related
securities accounted for revenues and net income of $588,000 and
$390,000, respectively.

Discontinued Operations - Discontinued operations include the
Company's product development and graphic design consulting
businesses and its consumer electronics business. For accounting
purposes, an operation is considered discontinued when it meets
the "held for sale" criteria of Financial Accounting Standards
Board's Statement of Financial Accounting Standards 144,
"Accounting for the Impairment or Disposal of Long-lived
Assets". On March 21, 2002, the Company decided to reposition
itself for sale or liquidation and, as a result of the actions
taken to accomplish this repositioning, all of its business
segments other than licensing have been classified as
"discontinued operations".

Goodwill and Other Asset Impairments - The Company previously
reported that it was obtaining appraisals required for
impairment testing for goodwill (SFAS 142), "Goodwill and Other
Intangibles" and its other long-term assets (SFAS 144) and that
it expected that there would be a material impairment charge
reflected in the second quarter results. Pursuant to SFAS 142,
the Company engaged an independent valuation consultant to
perform a transitional fair value based impairment test and
recorded an impairment loss of $2,083,000 measured as of January
1, 2002, net of expected tax benefit, in the June 30, 2002
quarter as a cumulative effect of change in accounting
principle. Pursuant to SFAS 142 and 144, the Company evaluated
the impairment of the remaining goodwill and other long-lived
assets and recorded an additional impairment loss of $1,889,000,
net of expected tax benefit, in the June 30, 2002 quarter which
is reflected in the results of the discontinued operations.

Commenting on the results and the status of the Company's
repositioning, Refac CEO, Robert L. Tuchman noted that, "The
impairment charges recognized in the second quarter reflect the
adverse effect the economic slowdown has had on our creative
services group and consumer products business. In August, we
sold our graphics design group back to a company formed by the
individual from whom we had originally purchased it in 1999 at a
loss of $914,000, net of tax, which is reflected in the current
period impairment charges. The buyer also subleased 3,492 square
feet of space with a term commencing November 1, 2002 and
terminating November 15, 2009, the date that the Company's lease
for its premises terminates. The aggregate rent for during the
term of this sublease is $565,809. As a result, the Company now
has remaining 20,120 square feet of space available for sublease
for which it is actively seeking subtenants.

"While we are continuing to operate our product design group, we
have found it increasingly difficult to instill confidence in
prospective accounts as to our continuity and stability and we
plan to wind up operations of this group by the end of the year
if we cannot find a buyer. The impairment charge in the current
quarter reduces the carrying value of goodwill for the product
design group to zero.

"We are also continuing to operate our consumer electronics
business, Refac Consumer Products, Inc., while looking for a
buyer. However, in an effort to limit our investment and risk,
we have changed our marketing approach and are closing out our
domestic inventory position. As soon as this liquidation is
completed, we will no longer warehouse goods in the United
States. Our second quarter results include a write-down in
inventory of $657,000. We also terminated our sales management
and consulting agreement with Griffin International, Inc. and
wrote off $155,000, which represented the balance of the related
prepaid consulting fee. In the future, we will manufacture goods
only against customer orders and will seek to sell such products
on a letter of credit basis, FOB Hong Kong.

"While our licensing operations are still considered a
continuing business, we have not undertaken any new technology
licensing projects during the current or preceding three fiscal
years. While continuing to manage established licensing
relationships, we are looking to liquidate our portfolio through
the sale of our rights and/or the collection of monies due and
to become due under outstanding license agreements. In this
regard, we have just sold our Heli-Coil and Dodge licensing
rights and related sublicense agreements to Emhart LLC for
$4,000,000 and our Gough licensing property and accounts
receivable to Gough Holdings (Engineerings), Ltd. for $450,000,
payable in five semi-annual installments, without interest,
commencing September 30, 2002.

"Our product development group has designed certain products
pursuant to an agreement with OXO International, a division of
World Kitchen, Inc., in exchange for royalties based upon the
sales of such products. In May, WKI filed a petition of
bankruptcy for reorganization under Chapter 11 and the
discontinued loss for the second quarter includes a write-off of
$82,578 in accrued royalties due from OXO resulting from our
design services. The OXO agreement and relationship is now being
managed as part of our licensing operations and we are working
with OXO to resolve the status of our agreement and future
entitlements."

                              *   *   *

As reported in Troubled Company Reporter's May 1, 2002 edition,
Refac said that on April 26, 2002 its Board of Directors adopted
a Stockholder Rights Plan in which rights will be distributed as
a dividend at the rate of one Right for each share of common
stock, par value $0.10 per share, of the Company held by
stockholders of record as of the close of business on May 9,
2002.

Previous to that, the Company announced that it would reposition
itself for sale or liquidation. The adoption of the Rights Plan
should enhance the ability of the Company to carry out its plan
in a manner which would be fair to all stockholders.


SLI INC: Continues to Explore Alternatives to Restructure Debt
--------------------------------------------------------------
SLI, Inc. (NYSE: SLI), one of the world's largest lighting
manufacturers, announced second quarter results.

Net sales for the second quarter of 2002 were $185.4 million
compared to $191.5 million for the same quarter last year, or a
decrease of $6.1 million. The primary reason for the decrease
was due to weakness in the global economy especially in Latin
America.

Operating loss for the second quarter of 2002 was a loss of $5.4
million compared to an operating loss for the same quarter of
2001 of $10.9 million, an improvement of  $5.5 million. The
Company's Selling, General and Administration expenses during
the second quarter of 2002 were $41.4 million compared to $43.9
million during the same quarter 2001, a reduction of $2.5
million.

The Company incurred a loss from continuing operations for the
second quarter of 2002 of $15.2 million, compared to a net loss
of $18.0 million.

During the second quarter of 2002, the Company incurred a net
one-time non-cash charge of $8.7 million related to the disposal
of two non-core business units; SLI Miniature Lighting GmbH and
Sylvania Lighting International PTY Limited.  The Company also
incurred additional restructuring charges of $3.7 million
associated with the Company's European General Lighting business
units.

The Company adopted SFAS No. 142, "Goodwill and Other Intangible
Assets" as of December 31, 2001.  As a result, The Company
recorded a goodwill write-off of approximately $43.6 million for
the six months ended June 31, 2002 and was accounted for as a
cumulative effect of change in accounting principle.

Frank Ward, Chairman and Chief Executive Officer stated: "The
Company continued to aggressively divest itself of its non-core
businesses during the second quarter. The Company also continues
to be unable to obtain an extension of the forbearance agreement
with its senior banks with respect to the Company's current
defaults, including its payment default.  The Company is
continuing to explore all available alternatives to
restructuring its existing debt and addressing its current
liquidity issues, including the possibility of filing a
voluntary petition for reorganization under Chapter 11 of the
U.S. Bankruptcy Code."

SLI Inc., based in Canton, MA, is a vertically integrated
designer, manufacturer and seller of lighting systems, which are
comprised of lamps and fixtures. The Company offers a complete
range of lamps (incandescent, fluorescent, compact fluorescent,
high intensity discharge, halogen, miniature incandescent, neon,
LED and special lamps).  They also offer a comprehensive range
of fixtures.  The Company serves a diverse international
customer base and markets, has 35 plants in 11 countries and
operates throughout the world. SLI, Inc., is also the #1 global
supplier of miniature lighting products for automotive
instrumentation.


SOUTH STREET: S&P Places Several Class Ratings on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the
class A-2L, A-3L, A-3, A-4L, A-4A, A-4C, and B-2 notes issued by
South Street CBO 2000-1 Ltd. and co-issued by South Street CBO
2000-1 Corp., an arbitrage CBO transaction originated in May
2000, on CreditWatch with negative implications. At the same,
the rating on the class A-1L notes is affirmed.

The CreditWatch placements reflect further deterioration of the
credit enhancement available to support the class A-2L, A-3L, A-
3, A-4L, A-4A, A-4C, and B-2 notes since the ratings were
lowered on March 12, 2002.

The affirmation reflects the sufficient level of credit
enhancement currently available to support the rated tranche.

As a result of recent defaulted and credit risk sales at
distressed prices, the overcollateralization ratio tests for the
transaction have continued to deteriorate. Currently, the
overcollateralization ratio tests for South Street CBO 2000-1
Ltd. are out of compliance. As of the July 17, 2002 monthly
trustee report, the senior class A overcollateralization ratio
was 122.70% (the minimum required is 120%), versus a ratio of
126.13% on Feb. 17, 2002. The class A overcollateralization
ratio was 103.38% (the minimum required is 110%), versus a ratio
of 106.75 on Feb. 17, 2002. The class B overcollateralization
ratio was 95.26% (the minimum required is 103%), compared to a
ratio of 98.55% on Feb. 17, 2002.

The credit quality of the collateral pool has also experienced
further deterioration. Currently, $17.5 million (or
approximately 6.83% of the collateral pool) has defaulted. In
addition, $6 million (or approximately 2.51%) of the performing
assets in the collateral pool come from obligors with Standard &
Poor's ratings currently in the triple-'C' range, and $23
million (or approximately 9.63%) of the performing assets within
the collateral pool come from obligors with Standard & Poor's
long-term corporate credit ratings on CreditWatch negative.

Standard & Poor's will be reviewing the results of the current
cash flow runs generated for South Street CBO 2000-1 Ltd. to
determine the level of future defaults the rated tranches can
withstand under various stressed default timing and interest
rate scenarios, while still paying all of the rated interest and
principal due on the notes. The results of these cash flow runs
will be compared with the projected default performance of the
transaction's current collateral pool to determine whether the
ratings assigned to the above mentioned notes are commensurate
with the level of credit enhancement currently available.

          RATINGS PLACED ON CREDITWATCH NEGATIVE

              South Street CBO 2000-1 Ltd.

                      Rating              Balance (mil.$)
      Class    To               From     Original   Current
      A-2L     AAA/Watch Neg    AAA      95         95
      A-3L     AA/Watch Neg     AA       15         15
      A-3      AA/Watch Neg     AA       30         30
      A-4L     BB-/Watch Neg    BB-      20         20
      A-4A     BB-/Watch Neg    BB-       8          8
      A-4C     BB-/Watch Neg    BB-      10         10
      B-2      CCC-/Watch Neg   CCC-     4.9        4.9

                        RATING AFFIRMED

                   South Street CBO 2000-1 Ltd.

                          Balance (Mil. $)
       Class    Rating    Orig.       Current
       A-1L     AAA       76.000      68.717


SPEEDCOM WIRELESS: Nasdaq Delists Shares Effective Today
--------------------------------------------------------
SPEEDCOM Wireless Corporation (Nasdaq: SPWC), a leading fixed
wireless broadband solutions provider, received a Nasdaq staff
determination indicating that its common stock will be delisted
from The Nasdaq SmallCap Market at the opening of business
today, August 22, 2002.

The company was notified that its common stock fails to comply
with the $1.00 minimum bid price requirement for continued
listing set forth in Marketplace Rule 4310(C)(4), and that its
common stock is, therefore, subject to delisting.

SPEEDCOM also does not currently meet Marketplace Rule
4310(C)(2)(B), which requires the company to have a minimum of
$2,000,000 in net tangible assets or $2,500,000 in stockholders
equity or a market value of listed securities of $35,000,000 or
$500,000 of net income from continuing operations for the most
recently completed fiscal year or two of the three most recently
completed fiscal years. Additionally, SPEEDCOM's common stock
has not maintained a minimum market value of publicly held
shares of $1,000,000 as required for continued listing by
Marketplace Rule 4310(C)(7).

The company does not plan to request a hearing before a Nasdaq
Listing Qualification Panel to review the Nasdaq staff
determination. SPEEDCOM does not expect Nasdaq's determination
to have any impact on its day-to-day operations and anticipates
a seamless transition to the OTC Bulletin Board.

SPEEDCOM will file a copy of this press release with the
Securities and Exchange Commission on Form 8-K, which will be
available on the SEC's Web site at http://www.sec.gov  

SPEEDCOM Wireless Corporation is a multinational fixed wireless
broadband solutions company based in Sarasota, Florida. The
company maintains additional offices in Sao Paulo, Singapore,
and Shanghai.  SPEEDCOM's Wave Wireless division --
http://www.wavewireless.com-- is an innovator and manufacturer  
of a variety of broadband wireless products, including the
award-winning SPEEDLAN family of wireless Ethernet routers.
Broadband Internet service providers, telecommunication
operators, and private organizations in more than 60 countries
use SPEEDCOM's solutions to provide "backbone" and/or "last-
mile" wireless connectivity at speeds from 11 Mbps up to 155
Mbps over distances of 25 miles or more. More information is
available at http://www.speedcomwireless.com


TENFOLD CORP: Fails to Meet Nasdaq Continued Listing Standards
--------------------------------------------------------------
TenFold Corporation (Nasdaq: TENF), provider of the Universal
Application(TM) platform for building and implementing
enterprise applications, announced that on August 14, 2002, it
was notified by the Nasdaq Listing Qualifications Department
that its securities would be de-listed from the Nasdaq SmallCap
Market, for TenFold's inability to comply with the minimum bid
price and the net tangible assets/stockholders' equity
requirements for continued listing on Nasdaq in accordance with
the NASD Marketplace Rules 4310(C)(4) and 4310(C)(2)(B),
respectively. TenFold intends to appeal the Staff's
determination.

NASD Marketplace Rule 4310(C)(4) requires the company to
maintain a minimum bid price per share of $1.00. NASD
Marketplace Rule 4310(C)(2)(B) requires the company to have a
minimum of $2,000,000 in net tangible assets or $2,500,000 in
stockholders' equity, or a market capitalization of $35,000,000
or $500,000 of net income from continuing operations for the
most recently completed fiscal year or two of the three most
recently completed fiscal years. TenFold intends to request an
appeal hearing before a Nasdaq Listing Qualifications Panel to
review the Staff determination. NASD Rule 4820(a) allows for the
Company to request an oral hearing before a Nasdaq Listing
Qualifications Panel to appeal the Staff's determination. The
time and place of such a hearing will be determined by the
Panel. Pursuant to the same NASD Rule 4820(a), a request for a
hearing will stay the scheduled de-listing of TenFold's
securities pending the Panel's determination. If the Panel does
not grant the relief that TenFold will request at the oral
hearing, TenFold's securities could be de-listed from the Nasdaq
without further notice. If TenFold's securities cease to be
listed on Nasdaq, its securities may continue to be listed on
the Over-the-Counter Bulletin Board Market.

"TenFold fully intends to appeal the Staff's determination,"
said Nancy M. Harvey, TenFold's President and CEO.  "We believe
that we are making steady progress toward emerging as a growth
technology company. We have dramatically restructured our
operating expenses. Our blue ribbon customers are loyal,
enthusiastic and referenceable. And, we have established core
strategic distribution alliances with partners including Sapient
and Perot. Although we continue to face serious challenges, we
are seeing increased interest in our product offerings and
believe that our Universal Application technology is garnering
attention as a solution for otherwise impossible to solve
technology problems."

TenFold (Nasdaq: TENF) sells its patented technology for
applications development, the Universal Application(TM), to
organizations that face the daunting task of replacing obsolete
applications or building complex applications systems. Unlike
traditional approaches, where business and technology
requirements create difficult IT bottlenecks, the Universal
Application lets a small, business team design, build, deploy,
maintain, and upgrade new or replacement applications with
extraordinary speed and limited demand on scarce IT resources.
For more information, call (800) TENFOLD or visit
http://www.10fold.com


US AIRWAYS: Seeks Approval to Continue Fuel Supply Arrangements
---------------------------------------------------------------
Prior to the Petition Date, US Airways Group Inc., and its
debtor-affiliates purchased aviation jet fuel from fuel
suppliers pursuant to fuel supply contracts or fuel purchase
orders.

Ninety-seven percent of the Debtors' fuel purchases are made by
wire transfer advance payments to 22 fuel suppliers on the day
prior to the beginning of the week during which the jet fuel
"liftings" will occur.  The price is variable on a weekly basis
and is normally based upon a moving average of a commonly used
pricing index like the Platt's jet fuel quotation for the
applicable geographic location, plus a negotiated per-gallon
premium, called a "differential."

The remaining fuel purchases are made on account and paid to
other fuel suppliers in arrears.  Pricing terms are generally
the same and payments are generally made within a specified time
after the Debtors' receipt of an invoice from the other Fuel
Supplier.

The Debtors utilize regional pipelines and terminal tankage
systems to transport fuel from the point of purchase and store
the fuel in proximity to several major airport storage systems.
The pricing terms for these services include both invoiced and
pre-pay arrangements.  John Wm. Butler, Esq., at Skadden, Arps,
Slate, Meagher & Flom, tells the Court that disruption of these
services would be a significant hindrance to the Debtors'
operations and would likely result in higher prices for fuel and
regional transport and storage.

The Debtors have reviewed disbursements during the period from
January through June 2002 to the Fuel Suppliers and Pipeline and
Terminal Providers.  The total average monthly payments during
this period were $49,900,000.

The Debtors are participants in 33 "Fuel Consortiums".  Fuel
Consortiums are fuel storage and delivery facilities located at
or near airports in which several carriers own or lease into-
plane, storage and delivery systems.

By using the Fuel Consortiums, the carriers store their fuel in
one or more commingled "communal" fuel tanks and are able to
withdraw the allotted portion of fuel at any time.  The Fuel
Consortiums are managed by third-party vendors who maintain and
operate the system and also maintain an inventory of the amount
of the fuel stored by each carrier.  In exchange, the
participating carriers pay a fee to the third-party vendors for
their services in connection with the Fuel Consortiums.

These consortiums are set up, most often on a local or airport
level, by airlines to minimize and share the cost of local
storage and into-plane services.  Some of these consortiums are
organized as separate corporations of which the Debtors are an
equal-share owner with the other members.  The Debtors pay these
third-party vendors that operate the consortiums for services,
including maintenance and operation of the system and all
necessary accounting functions required to allocate costs to
individual users.  The Debtors' participation in these
arrangements leads to significant cost savings that would be
unattainable if the Debtors were not able to make all payments
as due and generally maintain their existing relationships in
the ordinary course of business.

The Debtors are also parties to certain into-plane fuel
contracts pursuant to which fuel service providers transport the
Debtors' fuel from fueling stations or other storage facilities
to the Debtors' aircraft.  Means of local fuel transport include
local pipelines, also known as "hydrant systems", and mobile and
stationary vehicles.

The Debtors are parties to other arrangements by which services
relating to into-aircraft delivery are provided by various third
parties.  These services are all necessary to the continued
operations of the Debtors and it is critical that the Debtors be
able to maintain these arrangements in the ordinary course of
business.

The Debtors have reviewed actual disbursements during the period
from January through June 2002 to the Into-Plane Contracts, Fuel
Consortiums and Other Fuel Service Arrangements.  The total
average monthly payments during this period reach $5,000,000.

Although it is hard to estimate with precision the obligations
outstanding at any given moment, the Debtors estimate that the
outstanding prepetition obligations related to the Fuel
Suppliers, Pipeline and Terminal Providers, Into-Plane
Contracts, Fuel Consortiums and Other Fuel Service Arrangements
are between $1,000,000 and $2,000,000 as of the Petition Date.

By this motion, the Debtors ask the Court to authorize the
Prepaid Fuel Suppliers, Pipeline and Terminal Providers to apply
the prepayments or credits to jet fuel liftings occurring and
transport services provided postpetition.

To the extent that any prepayments may be construed as deposits
by any Prepaid Fuelers, the Debtors also ask the Court to
authorize a Prepaid Fueler to use those funds to pay any
outstanding prepetition obligations and to apply all remaining
amounts to postpetition jet fuel liftings or transport services.

To the extent required, the Debtors ask the Court to modify the
automatic stay to allow for the payments received by the Prepaid
Fuelers or credits existing prior to the Petition Date to be
applied to fuel liftings and transport services occurring
postpetition.  The further ask the Court to permit the Prepaid
Fuelers to exercise setoff and recoupment rights as may be
necessary to ensure the application of fuel prepayments or
credits.

In addition, the Debtors seek the Court's authority to pay any
prepetition obligations outstanding to the Other Fuel Suppliers,
as well as Pipeline and Terminal Providers, who are paid by the
Debtors in arrears.

Moreover, the Debtors seek the Court's authority to continue
honoring, performing, and exercising their rights and
obligations in accordance with the Into-Plane Contracts;
provided, however, that honoring, performing, or exercising of
its rights and obligations will not give rise to administrative
claims, solely as a result of the entry of an order providing
such authorization.

The Debtors also want to continue participating in the Fuel
Consortiums in accordance with established practice and in the
ordinary course of business.  The Debtors plan to continue
honoring, performing, and exercising their rights and
obligations under the Other Fuel Service Arrangements in
accordance with established practice in the ordinary course of
business; provided, however, that the participation will not
give rise to administrative claims solely as a result of the
entry of an order providing authorization. (US Airways
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


VENUS EXPLORATION: Fails to Make Timely Form 10-Q Filing
--------------------------------------------------------
As of June 30, 2002, Venus Exploration, Inc., was in default
under the terms of certain covenants contained in its current
credit facility. The Company expects to obtain a waiver from the
lender; however, to date the waiver has not been received and
the Company is currently in the process of negotiating with the
lender to resolve this issue. Depending on how this matter is
resolved, the financial statement disclosures regarding the
Company's financial condition and the liquidity and capital
resources discussions set forth in its Quarterly Report may vary
significantly. Accordingly, Venus Exploration indicates it is
not in a position to complete its Quarterly Report filing with
the SEC until this matter is resolved with the lender. This has
resulted in Venus' inability to file its Quarterly Report on the
due date without unreasonable effort and expense.

The Company expects to report an operating loss of approximately
$480,000 for the quarter ended June 30, 2002 as compared to a
reported operating loss of approximately $618,000 for the same
period in 2001. These improved results from operations are
attributable to, among other things, continued reductions in
expenses. It should be noted, however, that, due primarily to a
sale of oil and gas properties in early 2002,, Venus will report
net revenue of approximately $550,000 for this quarter in 2002
and it reported revenue of $623,000 for the same period in 2001.


WHEELING-PITTSBURGH: AlixPartners Wants to Continue Alix's Work
---------------------------------------------------------------
Effective July 1, 2002, Jay Alix & Associates, a Michigan
corporation, transferred substantially all of its assets and
liabilities to AlixPartners LLC, a Delaware limited liability
company.

By this application, AlixPartners LLC seeks the Court's
authority to continue the financial advisory and consulting
services previously performed by Jay Alix & Associates under the
same terms and conditions, for Wheeling-Pittsburgh Steel Corp.,
and its debtor-affiliates. (Wheeling-Pittsburgh Bankruptcy News,
Issue No. 25; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WILLIAMS COMMS: Signs-Up Hennigan Bennett as Special Counsel
------------------------------------------------------------
Williams Communications Group, Inc., and its debtor-affiliates
seek the Court's authority to retain and employ Hennigan Bennett
& Dorman LLP as conflicts counsel nunc pro tunc to June 3, 2002.

Corrine Ball, Esq., at Jones Day Reavis & Pogue, in New York,
admits that Jones Day Reavis & Pogue previously represented and
currently represents, on matters unrelated to these Chapter 11
cases, certain parties in interest in these Chapter 11 cases,
including TWC and certain prepetition lenders.  Upon the request
of the U.S. Trustee, the Debtors agreed to retain special
counsel on certain matters in which it may appear that Jones Day
possesses a conflict of interest, specifically including any
litigation that the Debtors may have with TWC.  Given the
request of the US Trustee, it was critical that the Debtors
retain special counsel as soon as possible.  Hennigan Bennett
agreed to begin providing services as special counsel on June 3,
2002 based upon the Debtors' agreement to seek nunc pro tunc
approval to this date.

Ms. Ball relates that Hennigan Bennett is highly qualified to
serve as special counsel in these Chapter 11 cases.  Hennigan
Bennett has experience in virtually all aspects of the law that
may arise in connection with the proposed representation.
Hennigan Bennett has served as counsel in other large bankruptcy
cases, including: The County of Orange; The LTV Corporation and
affiliates; Federated Stores, Inc. and affiliates; Komag,
Incorporated; Weststar Cinemas, Inc.; Liberty House, Inc.;
Strouds, Inc.; Aureal, Inc.; SmarTalk Teleservices, Inc.; L.A.
Gear, Inc.; StorMedia Incorporated; Pacific Coin, Inc.; First
Capital Holdings Corp.; Tucson Electric Power Company;
Equatorial Communications Corporation; Evergreen International
Aviation, Inc. and affiliates; Westwood Equities Corp.; and
House of Fabrics.

As special counsel, Hennigan Bennett will:

A. represent the Debtors in accordance with the terms of the
   Engagement Letter on certain matters for which the U.S.
   Trustee has suggested it may appear that Jones Day possesses
   a conflict of interest, including litigation that may arise
   with TWC; and

B. perform all other necessary or appropriate legal services in
   connection with these Chapter 11 cases.

Bruce Bennett, Esq., a member of Hennigan Bennett & Dorman LLP,
assures the Court that the firm does not represent any interest
adverse to the Debtors or their respective estates in the
matters for which the firm is to be retained.  According to Mr.
Bennett, Hennigan Bennett is a "disinterested person," as
defined in Section 101(14) of the Bankruptcy Code.  However,
Hennigan Bennett currently represents and has represented in
matters unrelated to these cases, City National Bank,
Metropolitan West Asset Management, PricewaterhouseCoopers,
Wellington Management Company, Zurich Scudder Investments,
Deutsche Bank AG, Putnam, Franklin Mutual Advisors LLP, Capital
Research and Management, Lutheran Brotherhood, an affiliate of
ING, Mariner Investment Group, TCW Group, and Lehman Brothers.

With respect to Hennigan Bennett's services as special counsel,
the Debtors have agreed to pay Hennigan Bennett a reasonable fee
for services rendered, and all reasonable costs and expenses
charged to the Debtors' account.  Hennigan Bennett's hourly
billing rates vary from:

       Attorneys                    $190 to 550
       Financial Consultants         115 to 400
       Paralegals and Clerks          90 to 165
(Williams Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WORLDCOM INC: EDS Corp. Seeks Stay Relief to Resolve Dispute
------------------------------------------------------------
Electronic Data Systems Corporation and EDS Information
Services, LLC asks the Court to modify the automatic stay to
permit resolution of a discrete contractual dispute with the
Debtors. In the alternative, EDS wants the Court to condition
the continuation of the stay on Worldcom Inc.'s agreement that
they will protect EDS against prejudice it will suffer.  EDS
anticipates that the continuation of the automatic stay might
cause EDS to lose any effective remedy to enforce its
substantial contract rights.

Robert J. Rosenberg, Esq., at Latham & Watkins in New York,
informs the Court that the dispute at issue involves EDS's right
to an adjustment of its minimum purchase obligations under a
portion of the parties' Outsourcing Agreement.  Prior to
Petition Date, EDS already was in the process of pursuing its
contractually-specified remedies, including arbitration, in
order to have the issues resolved by December 31, 2002, in
keeping with the streamlined timeframe for dispute resolution
set forth in the
contract.  These procedures are EDS's exclusive remedy under the
contract.

                           The Dispute

EDS and the Debtors entered into a strategic alliance in early
1999.  This alliance was implemented through a $12,400,000,000,
11-year bilateral outsourcing agreement, under which the Debtors
outsourced operation of its information technology functions to
EDS, and EDS acquired certain IT-related assets of the Debtors
and outsourced operation of its telecommunications and network
functions to the Debtors.

The fundamental terms of the IT outsourcing and networking
components of the parties' agreement were set forth in a
contractually binding "Framework Agreement" dated February 10,
1999.  The Framework Agreement was later supplemented and
implemented through the joint Global Information Technology
Services Agreement and the Global Network Outsourcing Agreement,
concurrently executed and made effective on October 22, 1999.
The dispute necessitating this Motion is based on the GNOA
portion of the outsourcing Agreement, under which the Debtors
perform telecommunications and network services for EDS and its
clients.

Mr. Rosenberg relates that the Outsourcing Agreement was
organized around the parties' agreement to a large volume of
guaranteed minimum dollar purchases of information technology
and network services.  Under the GNOA, EDS is required to use or
pay for a guaranteed cumulative dollar amount of
telecommunications services each year or be liable for penalties
at the end of the year.  As currently structured, the Minimums
are substantial, requiring purchases of hundreds of millions of
dollars of telecommunications services annually.

Mr. Rosenberg explains that the parties originally calculated
the Minimums based upon:

    -- projections about the future demand for data
       telecommunications services made at the height of the
       1990s telecom and internet boom, and

    -- assumptions about the attractiveness to EDS's clients of
       the Debtors as a strategic, global provider of critical
       telecommunications services.

Indeed, there is no doubt that a central assumption underlying
EDS's agreement to meet the Minimums was EDS's access to, and
ability to resell, the Debtors' telecommunications services to
EDS's outsourcing clients on a global basis to meet an
exponentially expanding demand for Internet services.

The GNOA provides that EDS "shall generate" the Minimums "by
year".  The penalty provisions of the GNOA provide that:

    "At the end of each Year, EDS shall be liable for the
    Shortfall Penalties."

The GNOA also provides that:

    "Amounts for which EDS is liable shall be paid in full by
    EDS in cash within 60 days of the end of each Year."

In light of this language, EDS believes that the Debtors will
assert that EDS's liability for Shortfall Penalties is fixed at
the end of each contract "Year", for this Year, on December 31,
2002.

While agreeing to very aggressive guaranteed minimum purchase
obligations in their Outsourcing Agreement, the parties
understood that the magnitude of these commitments and the
eleven-year contract term created the risk that changed
circumstances could cause severe unfair hardship.  Accordingly,
Mr. Rosenberg contends that the consequence to the guaranteed
minimums was the safety valve of a right to mandatory equitable
adjustments if certain specified events occurred.

Under the GNOA, EDS has the right to a mandatory adjustment of
the Minimums in several situations.  The two situations
applicable at this time reflect the two fundamental assumptions
underlying EDS's agreement to the Minimums, expanding demand for
global telecom services combined with the Debtors' service
capabilities and reputation.  Under the GNOA, the "Minimums
shall be equitably reduced" if the global telecommunications
industry undergoes fundamental changes affecting industry
revenues and EDS's ability to meet the Minimums, or if the
Debtors "cease to be a global first tier provider" of telecom
services.

Unless consensual, Mr. Rosenberg believes that these adjustments
must be accomplished through the dispute resolution procedures
in the GNOA, including arbitration, if necessary.  The GNOA has
provisions that the Debtors may assert require final
determination -- including an arbitration award, if necessary --
of any equitable adjustments before December 31, 2002, in order
for the adjustment to prevent EDS from incurring liability for
Shortfall Penalties this year.  The GNOA also has provisions
that could be construed to preclude irrevocably any reversal of
that liability and any refund of Shortfall Penalties once they
are paid.

Mr. Rosenberg claims the provisions of the GNOA create a
material risk to EDS that:

* liability for penalties in 2002 will be fixed on December 31,
   2002;

* once that liability is set, any subsequent adjustments to the
   Minimums cannot apply to 2002 to reduce or eliminate the
   liability; and

* once EDS pays Shortfall Penalties, it can never recover them.

Under this interpretation of the contract, EDS must obtain a
final determination of any right it may have to adjust its
obligations under the Minimums for 2002 by December 31, 2002, or
be fully and irrevocably liable for any Shortfall Penalties,
regardless of whether it ultimately prevails on its right to
adjust the Minimums.

To resolve the Minimums Dispute, Mr. Rosenberg relates that EDS
and the Debtors are required to utilize the multi-tiered
adjustment resolution process in the GNOA, which has notice,
meeting, and escalation requirements, culminating in arbitration
if necessary.  The process is streamlined to allow resolution of
disputes within as few as four to six months after they are
raised.  But for the automatic stay, EDS has initiated the
adjustment process with respect to the Minimums Dispute in time
for it to be resolved by December 31, 2002, although different
aspects of the dispute were frozen at different stages of the
process when the Debtors filed bankruptcy.

After following the steps required by the dispute resolution
process, Mr. Rosenberg states that EDS filed an arbitration on
July 19, 2002 with respect to its March 28 Adjustment Notice
concerning fundamental changes in the telecommunications
industry.  The automatic stay prevented formal notice of that
arbitration.  Under the GNOA, "the parties will have 30 days
from the receipt of the arbitration demand to agree upon an
arbitrator or the American Arbitration Association will select
one.  The arbitration must take place in New York City, under
New York law. Within no more than 90 days from the date the
arbitrator is selected, the arbitrator must render a final
decision and award."

In the pending arbitration demand, EDS specifically referenced
the close interrelationship between the three components of the
Minimums Dispute.  It stated that, if the global first tier and
force majeure issues could not be resolved consensually, EDS
would supplement its demand so that all three related parts
could be resolved in a single arbitration before December 31,
2002, notwithstanding the fact that they were at different
stages in the adjustment resolution process.

To prevent EDS from losing its right to an effective remedy, and
potentially incurring liability for Shortfall Penalties totaling
tens of millions of dollars, Mr. Rosenberg tells the Court that
EDS needs to continue all facets of the dispute resolution
process it has initiated so that its rights regarding the
Minimums can be determined by December 31, 2002.  With respect
to the pending arbitration demand filed on July 19, under normal
circumstances, the parties would have had until August 19 to
agree on an arbitrator.  If they failed to agree, then the AAA
would have selected an arbitrator, which process would have
taken several days, or even a few weeks, until early or mid-
September. The arbitrator would then have had until early or
mid-December to rule.  With respect to the July 12 Adjustment
Notice and the force majeure dispute notice, if the stay is
modified by August 13, the process can be implemented to permit
amendment of the pending arbitration demand by mid-October,
thereby allowing sufficient time prior to December 31, 2002, for
an award to be rendered within the 90-day period for rendering
awards. Nevertheless, there is no margin for error, and relief
is required to prevent the risk that EDS will permanently lose
its contractual remedies as a result of the automatic stay.

Before filing this Motion, Mr. Rosenberg relates that EDS asked
the Debtors to enter into a stipulation that would have avoided
the unfair and prejudicial deprivation of EDS's remedies.
Regrettably, the Debtors refused to sign the proposed
stipulation.  Accordingly, EDS seeks to modify the automatic
stay to allow determination by December 31, 2002 of the Minimums
Dispute. (Worldcom Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Crown Cork & Seal     7.125%  due 2002    96 - 98        -1.5
Federal-Mogul         7.5%    due 2004    22 - 24        0
Finova Group          7.5%    due 2009    28 - 30        +3
Freeport-McMoran      7.5%    due 2006    88 - 90        -1
Global Crossing Hldgs 9.5%    due 2009   0.5 - 1.5       -1
Globalstar            11.375% due 2004     3 - 5         0
Lucent Technologies   6.45%   due 2029    59 - 61        0
Polaroid Corporation  6.75%   due 2002   5.5 - 7.5       0
Terra Industries      10.5%   due 2005    79 - 81        -2
Westpoint Stevens     7.875%  due 2005    50 - 52        0
Xerox Corporation     8.0%    due 2027  36.5 - 38.5      -1.5

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

A list of Meetings, Conferences and Seminars appears in each  
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to  
conferences@bankrupt.com.  

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.  

For copies of court documents filed in the District of Delaware,  
please contact Vito at Parcels, Inc., at 302-658-9911. For  
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &  
Consulting at 207/791-2852.
                  
                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.  

Copyright 2002.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
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contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $625 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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